Five Flags Civic Center Management Agreement with Global Spectrum, L.P. d/b/a OVG ApprovalCity of Dubuque
City Council
ACTION ITEMS # 4.
Copyrighted
June 16, 2025
ITEM TITLE: Five Flags Civic Center Management Agreement Between
the City of Dubuque and Global Spectrum, L.P. d/b/a OVG
Approval
SUMMARY: City Manager recommending City Council approval of the
Five Flags Civic Center Management Agreement between
the City of Dubuque and Global Spectrum, L.P. d/b/a OVG.
SUGGUESTED Receive and File; Approve
DISPOSITION:
ATTACHMENTS:
1. MVM Memo
2. Staff Memo
3. Civic Center Management Agreement Between City and OVG360
4. Civic Center Management RFP
Page 828 of 1053
Dubuque
THE CITY OF
uFA�a9a av
DuBE
13
Masterpiece on the Mississippi zoo�•*o
rP PP 2017202019
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Five Flags Civic Center Management Agreement Between the City of
Dubuque and Global Spectrum, L.P. d/b/a OVG Approval
DATE: June 12, 2025
Parks and Recreation Director Marie Ware is recommending City Council approval of
the Five Flags Civic Center Management Agreement between the City of Dubuque and
Global Spectrum, L.P. d/b/a OVG.
At the April 7 City Council meeting the City Council was informed of the selection of
OVG and that a contract would be negotiated for City Council approval. Park and
Recreation Director Marie Ware will be making a presentation.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
Mic ael C. Van Milligen
MCVM:sv
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Marie Ware, Parks and Recreation Director
Jason Lehman, Assistant City Attorney
Dawn March, Purchasing and Safety Coordinator
Keith Rahe, Travel Dubuque
Julie Kronlage, Travel Dubuque
Jared Charland, Project and Facilities Manager
Page 829 of 1053
Dubuque
THE CITY OF
NI-Aueft Cip
DUB E-E,n .4A
13
Masterpiece on the Mississippi �oo��*o
YP PP zoi720zoi9
TO: Michael C. Van Milligen, City Manager
FROM: Marie L. Ware, Parks and Recreation Director
SUBJECT: Five Flags Civic Center Management Agreement Between the City of
Dubuque and Global Spectrum, L.P. d/b/a OVG Approval
DATE: June 12, 2025
INTRODUCTION
The purpose of this memo is to request approval of the Five Flags Civic Center
Management Agreement between the City of Dubuque and Global Spectrum, L.P. d/b/a
OVG.
BACKGROUND
At its opening in 1979, Five Flags Civic Center (FF) was a city managed facility. In
August 2003, an analysis of FF took place to determine what could be done to hold the
line on expenses or reduce the property tax supporting that operation. After weighing
the advantages and disadvantages of all options considered, the City contracted SMG
(now ASM Global) in April 2004 to privately manage FF. The current management
agreement ends June 30, 2025. The entire FF facility, which includes the theater, is
owned by the City of Dubuque.
An RFP for operations management services was developed to solicit competitive
sealed proposals from qualified professional management firms capable of providing a
full range of comprehensive management services for FF with a well -proven track
record of services consistent with generally accepted operation of a civic/events center
and historic theater. The City sought a professional company and team to operate,
market, and manage the FF under contract agreement with the City. In 2023, the city
issued an RFP for operations management services for Grand River Center (GRC) after
20 years of a management agreement with the same management company.
The RFP Committee consisted of the following members:
Marie Ware, Parks and Recreation Director
Jared Charland, Project and Facilities Manager
Cori Burbach, Assistant City Manager
Jason Lehman, Assistant City Attorney
Dawn March, Purchasing and Safety Coordinator
Keith Rahe, Travel Dubuque
Julie Kronlage, Travel Dubuque
Page 830 of 1053
The RFP contained the city's identified operational goals, objectives, and scope of
operational management services. Proposals required submittals including
qualifications, profile of the firm, current and former management contracts/
agreements, management plan, marketing plan philosophy, operations plan, transition
plan (if applicable), financial plan, compensation proposal, and more. The RFP outlined
the evaluation and selection process.
Two firms submitted proposals. Those firms were Global Spectrum L.P. d/b/a OVG and
VenuWorks Inc. The RFP Committee was unanimous in their recommended top -scored
firm at every step of the process. The top -scoring firm was OVG. The RFP approved
by the City Council outlined that the top firm would move to negotiations and the City
Manager approved OVG moving to negotiations. A memo was on the April 7, 2025 City
Council meeting outlining the selection process and details, many of which are repeated
in this memo in this background section.
The City retained the services of CSL International to assist with a third -party review of
the proposals, including the financial plans and compensation proposals, as well as
assist with the negotiation process. CSL concurred with the committee's ranking and
rationale of recommending OVG.
The strategy that OVG presented included the following:
• Strategic booking and scheduling combined with a marketing event strategy and
concert routing in partnership with Live Nation Global Touring as well as sixteen
other regional and national promoters plus many prominent family show promoters
and producers
• Aggressive approach to sales and marketing including a refresh/rebrand
• Revenue generation through diverse event programming, modern marketing, and
sponsorship and naming opportunities
• Unified venue strategy for operations of Grand River Center and Five Flags
• Partnership -driven approach locally and regionally
• Excellence in transition
OVG is a full -service venue management and hospitality company. OVG has a venue
management and booking portfolio of 240 venues, including 48 performing arts centers
and 70 arenas, with most of their clients being public entities including cities, counties,
and states. OVG began management of Grand River Center in April of 2023. In Iowa,
OVG has management agreements with the following arenas and theaters:
• Xtream Arena, Green State Family Recreational Fieldhouse, and Coral Ridge Mall
Ice Arena in Coralville, Iowa
• Wells Fargo Arena, Hy-Vee Hall at the Iowa Events Center, and Community Choice
Credit Union Convention Center in Des Moines
• Tyson Events Center, Orpheum Theatre, Seaboard Triumph Foods Expo Center,
Sioux City Convention Center, and IBP Ice Center in Sioux City.
2
Page 831 of 1053
They also manage the Five Sullivan Brothers Convention Center in Waterloo.
The comparable facilities provided in the RFP and discussed in the presentations
included the Tyson Events Center and Orpheum Theatre in Sioux City, Ralston
Complex in Ralston, NE, Atlantic City Convention Center and Jim Whelan Boardwalk
Hall in Atlantic City, NJ. Additional relevant facilities provided that had transitioned in the
last 2-5 years were Ralph Engelstad Arena in Thief River Falls, MN, American Bank
Center in Corpus Christi, TX and Tyson Events Center and Orpheum Theater in Sioux
City. Successes in their management of these facilities showed their understanding of
the goals the City of Dubuque sought to achieve for management services for Five
Flags.
OVG proposed a unified venue strategy for operations of Grand River Center and Five
Flags through a unified sales and booking strategy, cross -venue staffing efficiencies,
leveraging regional markets for event attraction, creative programming opportunities,
and collaborative marketing approach. They identified operational efficiencies and cost
saving through shared resources across the venues, strategic event scheduling,
maximizing economic impact. This will mean diverse events to achieve greater
economic impact for Dubuque, opportunities for local, business, hospitality, and tourism,
and increased utilization of both venues for youth and community programming.
OVG has proven management excellence of Grand River Center (GRC). The GRC
team has streamlined sales and marketing efforts, secured a wider variety of events and
successfully collaborated with Travel Dubuque, local businesses, and civic
organizations to strengthen the Center's role as a key economic driver in Dubuque.
A success this winter that positively affected FF was OVG staff's recruitment of a girls'
volleyball tournament to GRC. When the tournament filled the GRC facility, they were
then able to book FF for additional games that then overflowed into other regional
facilities. The tournament organizers have now booked two weekends for this volleyball
tournament next year. This tournament positively affected not just the two facilities but
filled hotels and restaurants on that weekend. This synergy can be repeated more in
the future.
High -quality, diverse entertainment is a staple of Five Flags. OVG proposed a strategic,
proactive approach to talent acquisition. Their network of connections at local, regional,
and national levels is broad due to the extent of the facilities that they manage as well
as relationships built with artists, event promoters, event organizers, and more. This
entertainment mix also includes working locally on community -centered programming
as well as private events.
Making an event successful and memorable requires a creative approach to break
through the advertising clutter. OVG focused on creation of a customized sales and
marketing campaign around Five Flags as an entertainment destination using new
strategies.
3
Page 832 of 1053
OVG laid out the best proposal for an operations and maintenance plan which protects
the building as an asset of the city. This ranged from a commitment to exceed industry
standards for custodial services to a detailed preventative and predictive maintenance
to safety training for employees.
OVG's emphasis on working with local and regional organizations showed how they
would create, rejuvenate, and re -envision Five Flags operations. This included working
with Travel Dubuque, the Dubuque Area Chamber of Commerce, and others, as well as
working with the local arts community, local businesses, and more. Their plan included
creating self/co-promoted events, of which they provided some great examples they are
currently doing in communities across the country and have established at Grand River
Center.
Negotiations were accomplished through the team of Assistant City Attorney Jason
Lehman and myself from the City and from OVG Matt Lashoff Vice President of
Business Development and Cait Burggraf Senior Vice President and Deputy General
Counsel.
BUDGETIMPACT
The budget and agreement proposed begins on July 1, 2025 at the beginning of FY 26.
The budget relates directly to the management agreement presented. Incorporated into
the management agreement is the negotiated management fee that OVG will receive in
12 payments throughout the fiscal year totaling $105,000 with annual increases by the
Consumer Price Index (CPI) as outlined. The City has two other agreements that have
management fees for facilities: Schmitt Island Development Corporation is currently
paid $104,545 a year for management of ImOn Arena and OVG is currently paid
$153,750 a year for management of Grand River Center.
Incentives are built into the agreement both qualitative as well as revenue incentives.
The revenue incentive in the agreement provides OVG shall be paid 10% of event
revenue above the event revenue benchmark. The event revenue benchmark for
the first operating year is $1 million. As an example, if the event revenue totals $1.1
million at the end of the year OVG would earn a $10,000 revenue incentive payment.
The event revenue benchmark will be renegotiated annually, but in no event will it be
less than $1 million.
• The qualitative incentives allow the opportunity for OVG to be eligible to earn up to
$45,000 ($15,000 per operational benchmark) the following:
o Economic Impact -Focused Targeted Events and Performances — Attraction of
events that by their financial model positively affect the bottom -line budget
resulting in a positive impact on the Facility and Owner's budget and
positively impact neighboring businesses and overnight stays.
0
Page 833 of 1053
o Stakeholder Development Relationship — Build a strong business relationship
with Travel Dubuque, Dubuque Area Chamber of Commerce, Dubuque Main
Street, hoteliers, businesses, youth sports, and performing arts on mutual
strategy development, an increased level of collaboration, and focused
approach on event mix, relational economic impact, stakeholder/tenant
relationships, and overall civic center business improvement model benefiting
OVG, the Owner, and the community.
o Operating Budget Success — OVG has successfully developed and managed
an Operating Budget for the applicable Operating Year.
The agreement has been negotiated to include a cap on the revenue and qualitative
incentives for each year. The sum of the calculated annual incentive fees (revenue
incentive plus qualitative incentives) paid to OVG shall not exceed the annual fixed
management fee paid to OVG. As an example, if the fixed management fee is
$105,000 the total of the revenue incentive plus the qualitative incentive would not
exceed $105,000.
OVG will receive 15% of all commercial rights revenue. Commercial rights include
naming rights, pouring rights, advertising, sponsorships, the branding of food and
beverage products for resale and if applicable any premium seating.
The budget includes transition costs which are anticipated to be $68,800. The transition
costs are one-time costs related to the transition of management. Transition expenses
are one-time expenses separate from the operational budget.
As part of their proposal, OVG provided a financial contribution from OVG to this
proposed partnership. OVG will invest a capital contribution of $150,000 for event
programming, marketing enhancements, and other leasehold improvements, and/or
capital equipment dedicated to the GRC or other revenue -generating initiatives, as
mutually agreed between the City and OVG. OVG's capital contribution is amortized on
a straight-line basis over 120 months (meaning that the City will retain $1,250 of the
capital contribution for each month the management agreement is in effect).
The negotiated agreement outlines a new financial structure for management of FF
different than the current agreement with ASM Global. The current agreement is set by
a benchmark. This structure no longer meets Safe Harbor rules and makes the sale of
bonds taxable. It is also a 20-year-old agreement and industry standards have changed.
This agreement is structured like Grand River Center's agreement.
The preparation of the FY 26 budget was completed prior to this agreement. FY 26
budget contains an estimated subsidy of $1,172,430 which was based on an estimated
May CPI of 3%. The property insurance and liability insurance would continue as a city
expense along with 15% of the department Directors salary and benefits. The
proposed FY 26 budget from OVG has a subsidy in year one of $1,198,910. Since this
agreement takes the first day of the new FY 26 fiscal year the department will work to
Page 834 of 1053
either identify carryover funding from FY 25 or more likely savings in FY 26 that can
address the $26,480 difference in the FY 26 budget to the budget submitted in the
agreement.
Our consultant, CSL International, as well as OVG outlined that it will take several years
to build up their new business plan for FF. This is similar to the transition of GRC to a
new management company.
OVG has been working through the transition plan with ASM Global and will continue
through the last day of the current agreement. I want to thank ASM Global local and
national staff for their cooperation. OVG has a dedicated team of 20+ functional areas
(HR, finance and administration, payroll, marketing and PR, events, operations, etc.)
that is assisting in transitions. They are working on our behalf and with us and ASM
Global staff locally and nationally to make a smooth transition on July 1, 2025, at 12:01
a.m.
I would be remiss if I did not specifically call out the talents of Assistant City Attorney
Jason Lehman and offer my sincere thanks. He assisted in numerous ways has given
many, many hours to the selection and negotiation process that has led to the
management agreements for both Grand River Center and now Five Flags. The
agreement has also reviewed by the city's bond counsel, Dorsey & Whitney LLP.
ACTION REQUESTED
I respectfully request approval of the Five Flags Civic Center Management Agreement
between the City of Dubuque and Global Spectrum, L.P. d/b/a OVG.
cc: Crenna Brumwell, City Attorney
Jason Lehman, Assistant City Attorney
Cori Burbach, Assistant City Manager
Dawn March, Purchasing and Safety Coordinator
Keith Rahe, Travel Dubuque
Julie Kronlage, Travel Dubuque
Jared Charland, Project and Facilities Manager
0
Page 835 of 1053
CIVIC CENTER
MANAGEMENT AGREEMENT
between
CITY OF DUBUQUE, IA
and
GLOBAL SPECTRUM, L.P.
d/b/a Oak View Group
Effective Date: June 12, 2025
Commencement Date: July 1, 2025
Page 836 of 1053
CIVIC CENTER
MANAGEMENT AGREEMENT
This Civic Center Management Agreement (the "Agreement") is entered into and made effective
as of the Effective Date, by and between the City of Dubuque, Iowa, a municipality organized under the
laws of the State of Iowa ("Owner"), and Global Spectrum, L.P., a Delaware limited partnership d/b/a Oak
View Group ("OVG").
RECITALS
WHEREAS, Owner owns a multi -purpose facility of approximately 50,000 square feet, consisting
of a 4,000-seat arena, a 711-seat historic performing theater, approximately 1,950 square feet of meeting
space, and a black -box theater of approximately 1,700 square feet, located at 405 Main St., Dubuque IA,
and currently known as the Five Flags Civic Center (the "Facility'); and
WHEREAS, the financial and operational success and maintenance of the Facility is of the highest
importance to the Owner;
WHEREAS, Owner has previously engaged OVG in connection with the management and
operation of its convention center facility, the Grand River Center, pursuant to the Management
Agreement between OVG and Owner, effective March 20, 2023 (the "Grand River Agreement");
WHEREAS, Owner desires to engage OVG to manage and operate the Facility on behalf and for
the benefit of Owner, and OVG desires to accept such engagement, pursuant to the terms and conditions
contained herein; and
NOW THEREFORE, for and in consideration of the foregoing, the mutual covenants and promises
hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
ARTICLE 1
DEFINITIONS
For purposes of this Agreement, the following terms have the meanings referred to in this Section:
Affiliate: A person or company that directly or indirectly, through one or more intermediaries,
controls or is controlled by, or is under common control with, a specified person or company.
Agreement: This Civic Center Management Agreement, together with all schedules and exhibits
attached hereto, each of which is incorporated herein as an integral part of this Agreement.
Amendment shall have the meaning giving to such term in Section 17.2 hereof.
Assistant General Manager: The employee or, if applicable employes, of OVG acting as the on -
site full-time assistant general manager(s) of the Facility.
Bonds shall have the meaning given to such term in Section 17.1 hereof.
Page 837 of 1053
Buyout Amount shall have the meaning given to such term in Section 11.4 hereof.
Capital Expenditures: All expenditures for building additions, alterations, repairs, or
improvements, and for purchases of additional or replacement furniture, machinery, or equipment,
where the cost of such expenditure is greater than $5,000 and the depreciable life of the applicable item
is, according to generally accepted accounting principles, is in excess of one year. Beginning in the second
Operating Year, the dollar amount referenced in this paragraph shall be increased over the dollar amount
from the previous Operating Year in accordance with the percentage increase in the CPI over the previous
12-month period (i.e., the difference, expressed as a percentage, between the value of the CPI published
most recently prior to the commencement of the preceding Operating Year and the value of the CPI
published most recently prior to the commencement of the Operating Year for which the CPI adjustment
will apply).
Changes shall have the meaning given to such term in Section 17.2 hereof.
Code shall have the meaning given to such term in Section 17.1 hereof.
Commencement Date shall have the meaning ascribed to such term in the cover page of this
Agreement.
Commercial Rights: Naming Rights, pouring rights, advertising, sponsorships, the branding of food
and beverage products for resale, and, if applicable, any premium seating (including clubs, suites, and
party suites) at or with respect to the Facility and owned or controlled by Owner.
Commercial Rights Contracts: Any contracts for the purchase and sale of Commercial Rights,
which shall be in writing and duly executed by the parties thereto.
Commercial Rights Fee shall have the meaning given to such term in Section 3.3 hereof.
Commercial Rights Revenue: All revenue (including cash and trade, with such trade valued at its
retail price in an arms -length transaction) derived from the sale of Commercial Rights, including Naming
Rights.
Commercial Rights Services shall have the meaning given to such term in Section 2.1(c) hereof.
CPI: The "Consumer Price Index" for all urban consumers, Midwest region, all items, not
seasonally adjusted, as published by the United States Department of Labor, Bureau of Labor Statistics or
such other successor or similar index.
Effective Date shall have the meaning ascribed to such term in the cover page of this Agreement.
Emergency Repair: The repair of a condition which, if not performed immediately, creates an
imminent danger to persons or property and/or an unsafe condition at the Facility threatening persons or
property and was not the result of acts or omissions constituting gross negligence or willful misconduct
of OVG.
Page 2 of 43
Page 838 of 1053
Event Account: A separate interest -bearing account in the name of Owner and under Owner's
Federal ID number in a local qualified public depository, to be designated by Owner, where advance ticket
sale revenue is deposited by OVG.
Event Revenue: All Revenue generated from events at the Facility (including food and beverage,
audio-visual, decorating, rent, and other event -related revenue). For avoidance of doubt, Event Revenue
excludes revenues not reasonably attributable to individual events, such as Commercial Rights Revenue
and other miscellaneous revenues or income.
Event Revenue Benchmark: The Event Revenue Benchmark mutually agreed between the parties
in connection with the Operating Budget developed each year; provided the Event Revenue Benchmark
for the first Operating Year shall be $1,000,000, and in no event shall an Event Revenue Benchmark for
subsequent Operating Years be less than such amount.
Event of Force Majeure: An act of God or the public enemy; compliance with any order, rule,
regulation, decree, or request of any governmental authority or agency or person purporting to act
therefore; acts of war, public disorder, rebellion, terrorism, or sabotage; floods, hurricanes, or other
storms; strikes or labor disputes; pandemic or epidemic; or any other cause, whether or not of the class
or kind specifically named or referred to herein, not within the reasonable control of the party affected
and which by the exercise of due diligence could not be reasonably prevented or overcome.
Existing Contracts: Service Contracts, Revenue -Generating Contracts, and other agreements
relating to the day-to-day operation of the Facility existing as of the Commencement Date, as set forth on
Exhibit D attached hereto.
Facility shall have the meaning ascribed to such term in the Recitals to this Agreement, and shall
be deemed to include the entire civic center complex, including but not limited to the historic theater,
arena, black box theater, concession stands, meeting rooms, pre -function areas, common areas, lobby
areas, executive and other offices, storage and utility facilities, as well as the entrances and sidewalks
immediately surrounding the Facility and adjacent thereto, as identified on Schedule 1 hereto.
FF&E: Furniture, fixtures, and equipment currently in place or to be procured for use at the
Facility.
Fixed Management Fee: The fixed monthly fee Owner shall pay to OVG under this Agreement, as
more fully described in Section 3.1 of this Agreement.
Food and Beverage Services shall have the meaning given to such term in Section 2.1(b) hereof.
General Manager: The employee of OVG acting as the general manager of the Facility in a shared
position with Grand River Center.
Grand River Agreement shall have the meaning given to such term in the Recitals to this
Agreement.
Incentive Fees: The Qualitative Incentive and Revenue Incentive.
Indemnitee shall have the meaning given to such term in Section 14.3 hereof.
Page 3 of 43
Page 839 of 1053
Indemnitor shall have the meaning given to such term in Section 14.3 hereof.
Initial Term shall have the meaning given to such term in Section 4.1 hereof.
Laws: Federal, state, local, and municipal laws, statutes, rules, regulations, and ordinances.
Management -Level Employees: The General Manager, Assistant General Manager, and any
department head employed by OVG to perform services at the Facility (including, if applicable, employees
performing the functions of the Director of Finance, Director of Operations and Events, Director of Sales
and Marketing, and Director of Food and Beverage/Head Chef).
Marketing Plan: A plan for the advertising and promotion of the Facility and Facility events, which
may contain but not be limited to the following elements: (i) market research, (ii) market position, (iii)
marketing objectives, (iv) marketing strategies, (v) booking priorities, (vi) targeted events - local, regional,
national, and international, including meetings, conventions, and trade shows, (vii) industry advertising
campaign, (viii) internal and external support staff, (ix) advertising opportunities at the local, regional,
and national level, (x) attendance at various trade shows, conventions, and seminars, (xi) incentive
formulas for multiple event presenters, (xii) merchandising and retail, (xiii) food and beverage, (xiv) a plan
for the sale of commercial rights, including without limitation naming rights, pouring rights, advertising
signage, sponsorships (including event sponsorships), and branding of food and beverage products for
resale, (xv) a plan regarding national, regional, and local public relations and media relations, and (xvi)
policies regarding the use of trade/barter.
Naming Rights: The specific set of commercial rights to name the overall Facility and/or individual
rooms, halls, or other individual spaces within the Facility.
Negotiation Period shall have the meaning given to such term in Section 17.1 hereof.
Operating Account: A separate interest -bearing account in the name of Owner and under
Owner's Federal ID number in a local qualified public depository, to be designated by Owner, where
Revenue is deposited and from which Operating Expenses are paid.
Operating Budget: A line -item budget for the Facility that includes a projection of Revenues,
including Event Revenue, and Operating Expenses, including projected Fixed Management Fees and all
Incentive Fees, presented on a monthly and annual basis.
Operating Expenses: All expenses incurred by OVG in connection with its operation, promotion,
maintenance, and management of the Facility, including but not limited to the following: (i) employee
payroll, benefits, relocation costs, severance costs, bonuses, and related costs, (ii) cost of operating
supplies, including general office supplies, (iii) advertising, marketing, group sales, and public relations
costs, (iv) cleaning expenses, (v) data processing costs, (vi) dues, subscriptions, and membership costs,
(vii) printing and stationary costs, (viii) postage and freight costs, (ix) equipment rental costs, (x) repairs,
maintenance, and equipment servicing, (xi) security expenses, (xii) telephone and communication
charges, (xiii) reasonable travel and sustenance expenses of OVG employees, (xiv) cost of employee
uniforms and identification, (xv) exterminator, snow, and trash removal costs (xvi) computer, software,
hardware, and training costs, (xvii) parking expenses, (xviii) utility expenses, (xix) other office expenses
(for Facility -based offices), (xx) audit and accounting fees, (xxi) legal fees and costs, (xxii) all bond and
insurance costs (including but not limited to personal property, liability, and worker's compensation
Page 4 of 43
Page 840 of 1053
insurance, as well as the other insurance coverages required hereunder), including, without limitation,
the cost of any coverage deductibles, coinsurance requirements, or self -insured retention under insurance
policies, (xxiii) commissions and all other fees payable to third parties (e.g., commissions relating to food,
beverage, and merchandise concessions services and Commercial Rights sales), (xxiv) cost of complying
with any Laws, (xxv) costs incurred by OVG to settle or defend any claims asserted against OVG arising
out of its operations at the Facility on behalf of Owner; (xxvi) costs incurred under Service Contracts and
other agreements relating to Facility operations, (xxvii) Taxes, (xxviii) the Fixed Management Fee, (xxix)
costs to OVG for managing and/or performing the Food and Beverage Services, including employee -
related expenses, and (xxx) costs incurred in connection with the marketing and sale of Commercial
Rights.
The term "Operating Expenses" does not include debt service on the Facility, Capital Expenditures,
Transition Costs, property taxes, insurance on the Facility or Owner's property or contents within the
Facility, or the Incentive Fees, all of which costs shall be borne by Owner. Owner shall receive a dollar -for -
dollar credit on future Operating Budgets for the cost of any Operating Expense paid by Owner when such
cost, in whole or in part, is later recovered by OVG. This credit shall apply whether such costs were paid
using funds in the Operating Account or otherwise, and such credit shall be applied against one or more
payments due to OVG from Owner under this Agreement or shall be added to any one or more payments
due to Owner from OVG under this Agreement. (For example, if OVG pays an employee's relocation costs
from the Operating Account, and OVG later recovers all or a portion of those costs from or on behalf of
said employee (whether due to the employee's resignation or some other reason), Owner shall be entitled
to a credit equal to the amount recovered by OVG.) For avoidance of doubt, the foregoing right of offset
shall only apply during the Term of this Agreement, and Owner shall have no rights of recovery in
connection with such amounts following the Term.
Operating Year: Each 12-month period during the Term, commencing on July 1st and continuing
through the following June 30th, with the first Operating Year to commence July 1, 2025, and concluding
June 30, 2026.
Operational Benchmark shall have the meaning given to such term in Exhibit B hereof.
Operations Manual: Document to be developed by OVG which shall contains terms regarding the
management and operation of the Facility, including detailed policies and procedures to be implemented
in operating the Facility, as agreed upon by both Owner and OVG.
OVG shall have the meaning given to such term in the opening paragraph to this Agreement.
OVG Capital Acquisition shall have the meaning given to such term in Section 11.3 of this
Agreement.
Owner shall have the meaning given to such term in the opening paragraph to this Agreement.
PCI Standards shall have the meaning given to such term in Section 18.1 hereof.
Private Use Requirements shall have the meaning given to such term in Section 17.1 hereof.
Qualitative Incentive shall have the meaning given to such term in Section 3.2 hereof.
Page 5 of 43
Page 841 of 1053
Renewal Term shall have the meaning given to such term in Section 4.1 hereof.
Revenue: All gross revenues generated by OVG's operation of the Facility, including but not
limited to event ticket proceeds income, rental and license fee income, merchandise income, gross food
and beverage income, gross income from any sale of Commercial Rights, gross service income, equipment
rental fees, box office income, and miscellaneous operating income, but shall not include event ticket
proceeds held by OVG in trust for a third party and paid to such third party.
Revenue -Generating Contracts: Vendor agreements, concessions agreements, merchandising
agreements, user agreements, rental agreements, booking commitments, licenses, and all other contracts
or agreements generating revenue for the Facility and entered into in the ordinary course of operating
the Facility.
Revenue Incentive shall have the meaning given to such term in Section 3.2. hereof.
Rev. Proc. shall have the meaning given to such term in Section 17.1 hereof.
Service Contracts: Agreements for services to be provided in connection with the operation of
the Facility, including without limitation agreements for ticketing, web development and maintenance,
computer support services, FF&E purchasing services, engineering services, electricity, steam, gas, fuel,
general maintenance, HVAC maintenance, telephone, staffing personnel (including guards, ushers, and
ticket takers), extermination, elevators, stage equipment, fire control panel and other safety equipment,
snow removal and other services which are deemed by OVG to be either reasonably necessary or
reasonably useful in operating the Facility.
Taxes: Any and all governmental assessments, franchise fees, excises, license and permit fees,
levies, charges, and taxes, of every kind and nature whatsoever, which at any time during the Term may
be assessed, levied, or imposed on, or become due and payable out of or in respect of (i) activities
conducted on behalf of Owner at the Facility, including without limitation the sale of concessions, the sale
of tickets, and the performance of events (such as any applicable sales and/or admissions taxes, use taxes,
excise taxes, occupancy taxes, employment taxes, and withholding taxes), or (ii) any payments received
from any holders of a leasehold interest or license in or to the Facility, from any guests, or from any others
using or occupying all or any part of the Facility.
Term shall have the meaning given to such term in Section 4.1 hereof.
Trailing Commercial Rights Commissions shall have the meaning given to such term in Section
3.3. hereof.
Transition Budget: The budget reflecting anticipated Transition Costs attached hereto, attached
hereto as Exhibit F, currently anticipated to be $68,800, with additional Transition Costs in excess of such
amount to be subject to the prior written approval of Owner, not to be unreasonably withheld.
Transition Costs: shall mean the out-of-pocket costs incurred, or to be incurred, by OVG in
connection with its activities related to the transition of management of the Facility to OVG, as set forth
in the Transition Budget, or as otherwise mutually agreed.
Page 6 of 43
Page 842 of 1053
ARTICLE 2
SCOPE OF SERVICES
Section 2.1 Engagement.
(a) Owner hereby engages OVG during the Term to act as the sole and exclusive
operator of the Facility, subject to and as more fully described in this Agreement, and, in connection
therewith, to perform the services described in Exhibit A-1 attached hereto.
(b) Owner hereby engages OVG (or its designee) during the Term to act as the sole
and exclusive food and beverage provider of the Facility, subject to and as more fully described in this
Agreement, and in connection therewith, to perform the services described in Exhibit A-2 (collectively,
the "Food and Beverage Services"), attached hereto. Owner specifically agrees that pursuant to Section
12.3, OVG shall be permitted to assign, subcontract, or otherwise sublicense all or any portion of its rights
and obligations in respect of the provision of such Food and Beverage Services, including, without
limitation to an Affiliate, subject to Owner's approval (which shall not be unreasonably withheld or
delayed).
(c) Owner hereby engages OVG (or its designee) during the Term to act as the sole
and exclusive representative for marketing of the Commercial Rights, including Naming Rights, subject to
and as more fully described in this Agreement, and in connection therewith to perform the services
described in Exhibit A-3 (collectively, the "Commercial Rights Services"), attached hereto. Owner
specifically agrees that pursuant to Section 12.3, OVG shall be permitted to assign, subcontract, or
otherwise sublicense all or any portion of its rights and obligations in respect of the provision of such
Commercial Rights Services, including, without limitation to an Affiliate, subject to Owner's approval
(which shall not be unreasonably withheld or delayed). Owner hereby acknowledges and agrees that OVG
is not guaranteeing any level of purchase of, or the receipt of payment for, any Commercial Rights
marketed by OVG pursuant to this Agreement, provided, however, that no such rights shall be given,
assigned, or sold for no or nominal consideration without the express written permission of Owner. All
Commercial Rights, including Naming Rights, are subject to approval by Owner's bond counsel.
(d) OVG hereby accepts such engagement, and shall perform the services described
herein, subject to the limitations expressly set forth in this Agreement and in the Operations Manual.
Owner shall not sell, assign, transfer, grant, or license to any other party any of the exclusive rights granted
to OVG pursuant to this Section 2.1.
Section 2.2 Limitations on OVG's Duties. OVG's obligations under this Agreement are contingent
upon and subject to Owner making available, in a timely fashion, the funds budgeted for and/or
reasonably required by OVG to carry out such obligations during the Term. OVG shall not be considered
to be in breach or default of this Agreement, and shall have no liability to Owner or any other party, in the
event OVG does not perform any of its obligations hereunder due to failure by Owner to timely provide
such funds.
ARTICLE 3
COMPENSATION
Section 3.1 Fixed Management Fee. In consideration of OVG's performance of its services
hereunder, Owner shall pay OVG a Fixed Management Fee. Beginning on the Commencement Date and
Page 7 of 43
Page 843 of 1053
continuing through the first Operating Year, the Fixed Management Fee shall be $8,750 per month
($105,000/Operating Year). Beginning in the second Operating Year, the Fixed Management Fee shall be
increased over the Fixed Management Fee from the previous Operating Year in accordance with the
percentage increase in the CPI over the previous 12-month period (i.e., the difference, expressed as a
percentage, between the value of the CPI published most recently prior to the commencement of the
preceding Operating Year and the value of the CPI published most recently prior to the commencement
of the Operating Year for which the CPI adjustment will apply). The Fixed Management Fee shall be
payable to OVG in advance, beginning on the Commencement Date, and payable on the first day of each
month thereafter (prorated as necessary for any partial months). OVG shall be entitled to pay itself such
amount from the Operating Account.
Section 3.2 Incentive Fees. In addition to the Fixed Management Fee, OVG shall be entitled
to receive the following Incentive Fees for each full or partial Operating Year of the Term (with such
Incentive Fees prorated for any partial Operating Years). The Incentive Fees, if earned, shall be paid to
OVG no later than 90 days following the end of each Operating Year.
• OVG shall be paid 10% of Event Revenue above the Event Revenue Benchmark (the "Revenue
Incentive").
• In addition, OVG shall be eligible to earn up to $45,000 each Operating Year for achievement
of the Operational Benchmarks as set forth on Exhibit B (the "Qualitative Incentive").
• The sum of the calculated annual Incentive Fees (Revenue Incentive plus Qualitative
Incentive) paid to OVG shall not exceed the annual Fixed Management Fee paid to OVG.
Section 3.3 Commercial Rights Fee. In consideration for OVG's marketing of the Commercial
Rights, OVG shall receive 15% of all Commercial Rights Revenue (the "Commercial Rights Fee"). The
Commercial Rights Fee shall be paid to OVG for all years of each Commercial Rights agreement secured
by OVG, including any years that extend beyond the end of the Term of this Agreement. The Commercial
Rights Fee due to OVG following the conclusion of the Term is referred to herein as the "Trailing
Commercial Rights Commissions". The Commercial Rights Fee shall be paid to OVG on a bi-annual basis,
on or about the last day of June and December each calendar year, and OVG shall be entitled to pay itself
such amount from the Operating Account upon providing documentation of such Commercial Rights Fee
to Owner. The parties shall also hold a settlement at the conclusion of the Term, at which time Owner
shall pay to OVG any portion of the Commercial Rights Fee due to OVG but not yet paid to OVG as of such
date (other than Trailing Commercial Rights Commissions). Following the conclusion of the Term, Trailing
Commercial Rights Commissions shall be paid to OVG either (at the election of Owner) (A) on an ongoing
basis during the term of any applicable Commercial Rights agreements, within thirty (30) days of Owner's
receipt of the corresponding Commercial Rights Revenue arising from any such agreements secured by
OVG, or (B) as a lump -sum payment calculated using the gross revenue reasonably expected from all
applicable Commercial Rights agreements, discounted to present value using a bank discount rate (based
on the primary rate as published by The Wall Street Journal on the date of calculation, or such other
reasonable rate agreed upon in writing by the parties). In connection with the Commercial Rights Fee and
Trailing Commercial Rights Commissions, Owner agrees (i) to maintain books and records in accordance
with generally accepted accounting practices, and (ii) to permit OVG to audit and inspect such books and
records during normal business hours and on reasonable advance notice, to confirm amounts due
hereunder, including, following the conclusion of the Term (as it relates to Trailing Commercial Rights
Commissions). To the extent any such audit reveals an underpayment Owner shall promptly pay OVG the
amount of the underpayment, and if such underpayment to OVG is greater than two percent (2%) of
amounts owed to OVG, Owner shall reimburse OVG for the reasonable costs of such audit. In the event
Page 8 of 43
Page 844 of 1053
OVG includes the value of any trade as part of the Commercial Rights Revenue, OVG shall, at the request
of Owner, provide reasonable evidence establishing the retail price in an arms -length transaction. The
terms in this Section 3.3 shall survive termination or expiration of this Agreement.
Section 3.4 Transition Costs. Promptly following the Effective Date (or prior to the Effective
Date, as applicable), OVG shall do all things reasonably necessary to transition from the current
management of the Facility to the commencement of its management services hereunder. Owner shall
reimburse OVG for the Transition Costs, in accordance with the Transition Budget. OVG shall invoice
Owner for such costs, and Owner shall pay such costs within 30 days of its receipt of each such invoice.
Each invoice to be provided by OVG shall be accompanied by reasonable back-up documentation
evidencing the incurrence of the Transition Costs.
Section 3.5 Late Payments. OVG shall have the right to assess interest on any payments of
the fees described in this Section that are not made when due, provided that such late payment is not
attributable to any act or omission of OVG. Such interest shall accrue at the rate of 6% per annum or the
maximum rate allowed by law, whichever is less. Interest shall only be applicable to amounts outstanding
for more than 30 (thirty) days.
ARTICLE 4
TERM; TERMINATION
Section 4.1 Term. While the Agreement shall be deemed effective as of the Effective Date,
the initial term of this Agreement (the "Initial Term") shall begin on the Commencement Date, and, unless
sooner terminated pursuant to the provisions of Section 4.2 below, shall conclude on June 30, 2030;
provided that the parties may mutually agree to extend this Agreement for an additional five-year period
through June 30, 2035 (the "Renewal Term") by written agreement on or before January 1, 2030. The
Initial Term and Renewal Term (as applicable) shall be referred to herein as the "Term."
Section 4.2 Termination. This Agreement may be terminated:
(a) by either party upon 60 days' written notice, if the other party fails to perform or
comply with any of the material terms, covenants, agreements, or conditions hereof, and such failure is
not cured during such 60-day notification period, provided, however, if such failure cannot reasonably
be cured within such 60-day period, then a longer period of time shall be afforded to cure such breach,
up to a total of 90 days, provided that the party in default is diligently seeking a cure and the non -
defaulting party is not irreparably harmed by the extension of the cure period; or
(b) by either party immediately by written notice upon the other party being judged
bankrupt or insolvent, or if any receiver or trustee of all or any part of the business property of the other
party shall be appointed and shall not be discharged within 120 days after appointment, or if either party
shall make an assignment of its property for the benefit of creditors or shall file a voluntary petition in
bankruptcy or insolvency, or shall apply for bankruptcy under the bankruptcy or insolvency Laws now in
force or hereinafter enacted, Federal, State or otherwise, or if such involuntary bankruptcy petition shall
be filed against either party and shall not be dismissed within 120 days after such filing.
(c) by Owner upon 18 months' written notice to OVG in the event Owner through a
majority vote of the City of Dubuque City Council (the "Council") enters into a binding agreement to sell
all or substantially all of the Facility, including the premises on which the Facility is located. Such notice of
Page 9 of 43
Page 845 of 1053
termination pursuant to this Section 4.3(c) shall be delivered to OVG in accordance with the notice
provisions set forth in Section 18.7 of this Agreement and shall specify the effective date of termination,
which shall be no less than eighteen (18) months from the date of such notice, and such notice shall be
dated on or after the date on which Council approves such sale pursuant to applicable law. During the
eighteen (18) month notice period, OVG shall continue to perform all obligations under this Agreement;
Owner shall continue to pay all fees and expenses due to OVG under this Agreement; and both parties
shall cooperate in good faith to ensure an orderly transition of management responsibilities. Owner's
decision to sell all or substantially all of the Facility shall be made in good faith and not for the primary
purpose of circumventing the Owner's obligations under this Agreement.
Section 4.3 Effect of Termination Upon termination or expiration of this Agreement for
any reason, (i) OVG shall promptly discontinue the performance of all services hereunder and peaceably
surrender the Facility to Owner, (ii) Owner shall promptly pay OVG all fees due OVG up to the date of
termination or expiration (subject to pro -ration if the Term ends other than at the end of the Operating
Year), (iii) Owner shall pay to OVG all Operating Expenses incurred by OVG through the end of the Term
that have not previously been paid, including costs of accrued but unused vacation time and other end of
employment payments due to OVG's employees whose employment is being terminated by OVG due to
the termination of this Agreement; (iv) Owner shall pay other reasonable costs incurred by OVG in
withdrawing from its provision of services at the Facility, including, without limitation, (1) to the extent
any Management -Level Employee's employment with OVG will cease concurrently with the termination
or expiration of this Agreement, Owner shall reimburse OVG for any severance paid to certain employees
in accordance with OVG's then -current employment policies, which have been provided to Owner, which
if this Agreement concludes on or before June 30, 2028, shall not exceed 3 months' salary, and if this
Agreement concludes after such date shall not exceed 6 months' salary for the General Manager, and any
Assistant General Manager(s), and regardless of when this Agreement concludes, shall not exceed 2
months' salary for any other Management -Level Employee for which this would apply, (11) reasonable
household relocation expenses for OVG's Management -Level Employees, but only to the extent any such
individuals had previously relocated to the Facility (or its surrounding areas) in connection with this
Agreement; provided that the foregoing (1) and (11) shall not be due if the Agreement is terminated by
Owner pursuant to Section 4.2(a) or 4.2(b), above, and (III) costs incurred in connection with termination
and/or assignment of Service Contracts and/or Revenue Generating Contracts, or other contracts or
leases entered into by OVG pursuant to this Agreement; (v) OVG shall make available to Owner all data,
electronic files, log -in information, social media accounts, passwords, maintenance records, documents,
procedures, reports, estimates, summaries, contracts, operations agreements, rental agreements, and
other such information and materials with respect to the Facility as may have been accumulated by OVG
in performing its obligations hereunder, whether completed or in process, and (vi) without any further
action on part of OVG or Owner, Owner shall, or shall cause the successor Facility manager to, assume all
obligations arising after the date of such termination or expiration, under any Service Contracts, Revenue -
Generating Contracts, Commercial Rights Contracts, booking commitments, and any other Facility
agreements entered into by OVG in furtherance of its duties hereunder. Owner's payment of such
expenses will occur only after OVG has provided reasonable evidence of the incurrence of such expenses.
Any obligations of the parties that are specifically intended to survive expiration or termination of this
Agreement shall survive expiration or termination hereof.
Page 10 of 43
Page 846 of 1053
ARTICLE 5
OWNERSHIP; USE OF THE FACILITY; FOOD AND BEVERAGE AREAS
Section 5.1 Ownership of Facility, Data, Equipment, and Materials. Owner will at all times
retain Ownership of the Facility, including but not limited to real estate, technical equipment, furniture,
displays, fixtures, website, social media accounts, intellectual property relating to the Facility, and similar
property, including improvements made during the Term, at the Facility. Any data, equipment, or
materials furnished by Owner to OVG or acquired by OVG as an Operating Expense shall remain the
property of Owner and shall be returned to Owner when no longer needed by OVG to perform under this
Agreement. Notwithstanding the above, Owner shall not have the right to use any third -party software
licensed by OVG for general use by OVG at the Facility and other facilities managed by OVG, the licensing
fee for which is proportionately allocated and charged to the Facility as an Operating Expense; such
software may be retained by OVG upon expiration or termination hereof; provided OVG exports Owner's
data and provides the same to Owner in a reasonably usable format Furthermore, Owner recognizes that
the Operations Manual to be developed and used by OVG hereunder is proprietary to OVG and shall
belong to OVG at the end of the Term; Owner shall not use or maintain copies thereof upon the end of
the Term; provided any Owner -owned material provided in connection with such Operations Manual shall
be retained by Owner.
Section 5.2 Right of Use by OVG. Owner hereby gives OVG the right and license to use the
Facility, and OVG accepts such right of use, for the purpose of performing the services herein specified,
including the operation and maintenance of all physical and mechanical facilities necessary for, and
related to, the operation, maintenance, and management of the Facility. Owner shall provide OVG with
a sufficient amount of suitable office space in the Facility and with such office equipment as is reasonably
necessary to enable OVG to perform its obligations under this Agreement.
Section 5.3 Observance of Agreements. Owner agrees to pay, keep, observe, and perform all
payments, terms, covenants, conditions, and obligations under any leases, bonds, debentures, loans, and
other financing and security agreements to which Owner is bound in connection with its ownership of the
Facility.
Section 5.4 Use by Owner. Owner shall have the right to use the Facility or any part thereof
for meetings, seminars, training classes, or other uses, with rates to be commiserate with published rates
provided by OVG, including Owner's responsibility for all expenses (such as the cost of food and beverage,
ushers or guards, ticket takers, set-up and take -down personnel, security expenses, and other expenses)
in connection with such use, and the parties agree to follow all relevant booking procedures for such use
as set forth in the Operations Manual. In the unlikely event of a city-wide emergency, Owner shall have
the right to use the Facility or any part thereof as an emergency shelter or other emergency purposes. If
OVG must cancel any event due to Owner's use of the Facility or any part thereof pursuant to this
paragraph, Owner shall reimburse OVG for (i) any direct expense, including but not limited to, the loss of
actual contractual rental of any event canceled due to such emergency use; and (ii) any actual out-of-
pocket expenses incurred by OVG and caused by such emergency use, including but not limited to clean-
up costs and food costs. All such reimbursements shall be limited to those expenses related to that portion
or portions of the Facility actually used by Owner for emergency purposes.
Section 5.5 Food and Beverage Areas. On the Commencement Date, Owner shall, at no cost
to OVG, provide for use by OVG a turnkey operation for the provision of Food and Beverage Services,
equipped with equipment, smallwares, and other tools of the trade reasonably required by OVG to
Page 11 of 43
Page 847 of 1053
provide the Food and Beverage Services at the level required by this Agreement. Owner and OVG shall
work together in good faith immediately upon the Effective Date to determine what, if any, additional
equipment is needed for OVG to provide the Food and Beverage Services. OVG shall have the exclusive
right to use (or permit a third party to use, as applicable) the concession stands, novelty stands, customer
serving locations, food preparation areas, vendor commissaries, storage facilities, and other food service
related areas of the Facility, together with the improvements, equipment, and personal property upon or
within such areas, for the purpose of providing the Food and Beverage Services (and providing other duties
required of OVG hereunder).
ARTICLE 6
PERSONNEL
Section 6.1 Generally. All Facility staff and other personnel shall be engaged or hired by OVG,
and shall be employees, agents, or independent contractors of OVG (or an Affiliate thereof) and not of
Owner. OVG shall select, in its sole discretion but subject to Owner's right to approve the Operating
Budget, the number, function, qualifications, and compensation, including salary and benefits, of its
employees and shall control the terms and conditions of employment (including without limitation
termination thereof) relating to such employees. OVG agrees to use reasonable and prudent judgment in
the selection and supervision of such personnel. OVG shall recruit and develop a customer friendly,
service -oriented, and well -trained labor workforce. Owner specifically agrees that OVG shall be entitled
to pay its employees, as an Operating Expense, bonuses, wages, and benefits in accordance with OVG's
then current employee manual, which may be modified by OVG from time to time, provided that OVG has
obtained Owner's prior written consent regarding the establishment of such bonuses, wages, and/or
benefits. A copy of OVG's current employee manual shall be provided to Owner upon request.
Section 6.2 General Manager and Assistant General Manager. Personnel engaged by OVG
will include an individual with managerial experience in similar facilities to serve as General Manager and
Assistant General Manager of the Facility. Hiring of the General Manager and Assistant General Manager
by OVG shall require the prior approval of Owner, which approval shall not be unreasonably withheld or
delayed; provided, however, in the event of a vacancy in the General Manager or Assistant General
Manager position, OVG may, upon notice to Owner, temporarily fill such position with an interim General
Manager or interim Assistant General Manager for up to ninety (90) days without the necessity of
obtaining Owner's approval. The General Manager and Assistant General Manager will have general
supervisory responsibility for OVG and will be responsible for day-to-day operations of the Facility,
supervision of employees, and management and coordination of all activities associated with events
taking place at the Facility.
Section 6.3 Non-Solicitation/Non-Hiring. During the Term and for a period of one (1) year
after the end of the Term, neither Owner nor any of its Affiliates shall solicit for employment any of OVG's
Management -Level Employees. In addition to the foregoing, during the Term and for a period of one (1)
year after the end of the Term, neither Owner nor any of its Affiliates shall hire for employment the
General Manager, and any Assistant General Manager(s), (or equivalent positions with different titles).
Owner acknowledges that OVG will spend a considerable amount of time identifying, hiring, and training
individuals to work in such positions, and that OVG will suffer substantial damages, the exact amount of
which would be difficult to quantify, if Owner were to breach the terms of this Section 6.3 by hiring or
soliciting for employment any of such individuals. Accordingly, in the event of a breach or anticipated
breach of this Section by Owner, OVG shall be entitled (in addition to any other rights and remedies which
Page 12 of 43
Page 848 of 1053
OVG may have at law or in equity, including money damages) to equitable relief, including an injunction
to enjoin and restrain Owner from continuing such breach, without the necessity of posting a bond.
Section 6.4 Allocation of Certain Personnel Costs. OVG shall use commercially reasonable
efforts to consolidate personnel expenses between the Grand River Center and the Facility. As a result,
the Owner acknowledges that OVG currently intends to provide certain services required to be provided
to the Facility hereunder with personnel employed by OVG at the Grand River Center, pursuant to the
Grand River Agreement, such as, for example, General Manager, finance, marketing, catering, operations,
and event coordination services. OVG, in coordination with Owner, shall determine fair and reasonable
allocation of such employee costs to be billed to each of the Facility and Grand River Center, which
allocation shall be consistent with the proportion of work any such employee performs in connection with
each venue. For avoidance of doubt, the final allocation of employee costs as Operating Expenses under
this Agreement or the Grand River Agreement, will be determined by OVG, in its reasonable discretion.
All such allocations, if any, shall be specifically identified in each budget or report contemplated by this
Agreement. The parties agree that the foregoing shall be incorporated into any amendment for the Grand
River Agreement to ensure that both budgets properly contemplate such allocations.
ARTICLE 7
OPERATING BUDGET
Section 7.1 Establishment of Operating Budget. Attached hereto as Exhibit C is the Operating
Budget for the first Operating Year, which Operating Budget is hereby approved by both OVG and Owner.
OVG agrees that at least 90 days prior to the commencement of each subsequent Operating Year, in
respect of such year, it will prepare and submit to Owner its proposed Operating Budget for such year.
Each annual Operating Budget shall include OVG's good faith projection of Revenues and Operating
Expenses, presented on a monthly and annual basis, for the upcoming Operating Year. Owner agrees to
provide OVG with all information in its possession reasonably necessary to enable OVG to prepare each
Operating Budget. Notwithstanding the foregoing, Owner shall have no duty to provide any information
which is subject to confidentiality agreements with third parties, which constitutes confidential or
proprietary information or trade secrets, or which is prohibited from disclosure by any applicable Laws,
but shall be solely responsible to the extent such information has a material impact on any applicable
Operating Budget (i.e., if withholding such information has prevented OVG from reasonably foreseeing an
expense, such expense shall be borne by Owner directly). Owner agrees that OVG may incorporate
proportional or shared Operating Expenses between OVG's management of the Grand River Center, and
the Facility, and shall acknowledge any such allocation on each of the prepared budgets, with final
allocations to be determined by OVG in its reasonable discretion based on proportional use of any specific
goods or services applicable to the foregoing.
Section 7.2 Approval of Operating Budget. Each annual Operating Budget shall be subject to
the review and approval of Owner, which approval shall not be unreasonably withheld or delayed. In
order for Owner to fully evaluate and analyze such budgets or any other request by OVG relating to
income and expenses, OVG agrees to provide to Owner such reasonable financial information relating to
the Facility as may be requested by Owner from time to time. If events occur during any Operating Year
that could not reasonably be contemplated at the time the corresponding Operating Budget was
prepared, OVG may submit an amendment to such budget for review and approval by Owner (which
approval shall not be unreasonably withheld or delayed). If Owner fails to approve any annual Operating
Budget (or any proposed amendment thereto), Owner shall promptly provide OVG the specific reasons
therefor and its suggested modifications to OVG's proposed Operating Budget or amendment in order to
Page 13 of 43
Page 849 of 1053
make it acceptable. The parties shall then engage in good faith discussions and use reasonable commercial
efforts to attempt to resolve the matter to the mutual satisfaction of the parties. For the avoidance of
doubt, any modified or amended Operating Budget is subject to final approval of Owner.
Section 7.3 Adherence to Operating Budget. OVG shall use all reasonable efforts to manage
and operate the Facility in accordance with the Operating Budget. However, Owner acknowledges that
notwithstanding OVG's experience and expertise in relation to the operation of facilities similar to
the Facility, the projections contained in each Operating Budget are subject to and may be affected
by changes in financial, economic, and other conditions and circumstances beyond OVG's control,
and that OVG shall have no liability if the numbers within the Operating Budget are not achieved. OVG
agrees to notify Owner as soon as reasonably practicable, but in no event within no more than 30 days,
of any significant change or variance in the bottom -line number in the Operating Budget (defined as a
variance of 15% or more), and any material increase in total Facility expenses from that provided for in
the Operating Budget. In either such case and if requested by Owner, OVG agrees to work with Owner to
develop and implement a plan (or changes to the then current plan) to limit Operating Expense to be
incurred in the remaining months of such Operating Year with the goal of achieving the Operating Budget.
Section 7.4 Preliminary Budget. In order to assist Owner with Owner's preparation of its
legally -required budgets, OVG shall provide Owner, by no later than December 1st of each year of the
Term of this Agreement, with a preliminary budget for the Operating Year commencing on the following
July 1st, with the ability to fully modify and update such budget prior to the final budget deadline of the
following March V. OVG shall use all reasonable efforts and its reasonable judgment to prepare each
such preliminary budget, but Owner acknowledges the projections contained in each such projected
budget are subject to and may be affected by changes in financial, economic, and other conditions
and circumstances beyond OVG's control, and that OVG shall have no liability if the numbers within the
preliminary budget are not achieved or utilized in the Operating Budget discussed above.
ARTICLE 8
PROCEDURE FOR HANDLING INCOME
Section 8.1 Event Account. To the extent the Facility hosts a ticketed event and collects
advance ticket sale revenue and/or admissions tax, OVG shall deposit, as soon as practicable following
receipt, in the Event Account all revenue received from ticket sales and similar event -related revenues
which OVG receives in contemplation of or arising from an event. All such monies shall be held in the
Event Account through the completion of the event. Such monies will be held in escrow for the protection
of ticket purchasers, Owner, and OVG, to provide a source of funds as required for payments to
performers and for payments of direct incidental expenses in connection with the presentation of events
that must be paid prior to or at the same time as such events. Promptly following completion of such
events, OVG shall transfer all funds remaining in the Event Account from such event, including interest
accrued thereon, into the Operating Account. Bank service charges, if any, on such Event Account shall be
deducted from interest earned before utilizing other funds in such Event Account.
Section 8.2 Operating Account. Except as provided in Section 8.1, all Revenue derived from
operation of the Facility shall be deposited by OVG into the Operating Account as soon as practicable upon
receipt (but not less often than once each business day). The specific procedures (and authorized
individuals) for making deposits to and withdrawals from such account shall be set forth in the Operations
Manual, but the parties specifically agree that OVG shall have authority to sign checks and make
Page 14 of 43
Page 850 of 1053
withdrawals from such account, subject to the limitations of this Agreement, without needing to obtain
the co -signature of an employee or representative of Owner.
ARTICLE 9
FUNDING
Section 9.1 Source of Funding. OVG shall pay all items of expense for the operation,
maintenance, supervision, and management of the Facility from the funds in the Operating Account,
which OVG may access periodically for this purpose. The Operating Account shall be funded with amounts
generated by operation of the Facility (as described in Article 8 above), or otherwise made available by
Owner. To ensure sufficient funds are available in the Operating Account, Owner will deposit in the
Operating Account, on or before the Commencement Date, the budgeted or otherwise approved
expenses for the month beginning on the Commencement Date. Owner shall thereafter, on or before the
first day of each succeeding month following the Commencement Date, deposit (or allow to remain) in
the Operating Account the budgeted or otherwise approved expenses for each such month. OVG shall
have no liability to Owner or any third party in the event OVG is unable to perform its obligations
hereunder, or under any third -party contract entered into pursuant to the terms hereof, due to the fact
that sufficient funds are not made available to OVG to pay such expenses in a timely manner. For all funds
in the Operating Account except those reserved for budgeted or otherwise approved expenses, Owner
shall have absolute discretion regarding whether such funds remain in the Operating Account or are
withdrawn by Owner, and Owner shall have no obligation to utilize any such funds for any particular
purpose.
Section 9.2 Advancement of Funds. Under no circumstances shall OVG be required
to pay for or advance any of its own funds to pay for any Operating Expenses. In the event that,
notwithstanding the foregoing, OVG agrees to advance its own funds to pay Operating Expenses, Owner
shall promptly reimburse OVG for the full amount of such advanced funds, plus interest at the rate of 6%
per annum, or the highest rate permitted by law, whichever is less. Interest shall only be applicable to
amounts outstanding for more than 30 (thirty) days.
ARTICLE 10
FISCAL RESPONSIBILITY; REPORTING
Section 10.1 Records. OVG agrees to keep and maintain, at its office in the Facility, separate
and independent records, in accordance with generally accepted accounting principles, devoted
exclusively to its operations in connection with its management of the Facility, including all related
contracts and supporting documentation. Such records (including books, ledgers, journals, and accounts)
shall contain all entries reflecting the business operations of OVG under this Agreement. Owner or its
authorized agent shall have the right to audit, inspect, and obtain copies (whether paper, electronic, or
both) of such records from time to time during the Term and for 3 years following the termination or
expiration of this Agreement, upon reasonable notice to OVG and during OVG's ordinary business hours.
OVG agrees to maintain such records, including all related contracts and supporting documentation, for a
period of at least 3 years following the termination or expiration of this Agreement.
Section 10.2 Monthly Financial Reports. OVG agrees to provide to Owner, within 30 days after
the end of each calendar month during the Term, financial reports for the Facility including a balance
sheet, aging report on accounts receivable, and statement of revenues and expenditures (budget to
actual) for such month and year to date in accordance with generally accepted accounting principles,
Page 15 of 43
Page 851 of 1053
provided however the first financial statement OVG shall provide shall be within 30 days following the
second calendar month of the Term, and shall cover the first two (2) calendar months of the Term. In
addition, starting with the second calendar month of the Term, OVG agrees to provide Owner a summary
of bookings for each such month, and separate cash receipts and disbursements reports for each event
held at the Facility during such month. Additionally, OVG shall submit to Owner, or shall cause the
applicable public depository utilized by OVG to submit to Owner, on a monthly basis, copies of all bank
statements concerning the Event Account and the Operating Account.
Section 10.3 Audit. OVG agrees to provide to Owner, within 120 days following the end of
each Operating Year, a certified audit report on the accounts and records as kept by OVG for the Facility.
Costs associated with obtaining such certified audit report shall be an Operating Expense of the Facility.
Such audit shall be performed by an external auditor approved by Owner and shall be conducted in
accordance with generally accepted auditing standards. Upon Owner's approval, in Owner's sole and
absolute discretion, such audit may be conducted in conjunction with Owner's annual audit. The 120-day
deadline referenced in this Section 10.3 shall be waived if the audit required hereunder is conducted in
conjunction with Owner's annual audit.
Section 10.4 Internal Controls. Owner shall have the right to conduct an annual review of
OVG's internal controls and procedures related thereto. Such review may be conducted by Owner or
Owner's third -party designee, as determined by Owner. Owner shall provide reasonable advance notice
to OVG of the timing of any such review and shall work with OVG to minimize the impact of each such
review on OVG's operations.
Section 10.5 Booking. Promptly following the Commencement Date, the parties shall mutually
agree on a booking policy in connection with the Facility, which shall form the basis for all event bookings
sought and confirmed by OVG under this Agreement.
ARTICLE 11
CAPITAL IMPROVEMENTS; OVG CONTRIBUTION
Section 11.1 Schedule of Capital Expenditures. OVG shall annually, at the time of submission
of the annual Operating Budget to Owner, provide to Owner a schedule of proposed capital improvements
to be made at the Facility, covering five (5) Operating Years beginning on July 15Y following submission of
the Operating Budget, for the purpose of allowing Owner to consider such projects and to prepare and
update a long-range Capital Expenditure budget.
Section 11.2 Responsibility for Capital Expenditures. Owner shall be solely responsible for all
Capital Expenditures at the Facility; provided, however, Owner shall be under no obligation to make any
Capital Expenditures proposed by OVG, and provided further that OVG shall have no liability for any
claims, costs, or damages arising out of a failure by Owner to make any Capital Expenditures.
Notwithstanding the foregoing, OVG shall have the right (but not the obligation), upon notice to Owner,
to make Capital Expenditures at the Facility for Emergency Repairs. In such event, Owner shall reimburse
OVG for the cost of such Emergency Repair/Capital Expenditure within 30 days of Owner's receipt of the
invoice and other supporting documentation (as may be reasonably requested by Owner) from OVG. The
Owner shall reimburse OVG for the full amount of the repair for repairs over $5,000 and under $50,000.
Any repair, whether an Emergency Repair or otherwise, which exceeds or is reasonably anticipated to
exceed $50,000 must be approved by Owner, which approval shall not be unreasonably withheld or
delayed.
Page 16 of 43
Page 852 of 1053
Section 11.3 OVG Capital Improvements. OVG shall make a capital contribution of $150,000
(the "OVG Capital Acquisition") at the Facility for targeted event programming, marketing enhancements,
and other capital equipment dedicated to the Facility or other revenue generating initiatives, as mutually
agreed by Owner and OVG. If applicable, the location for any improvements or installation of equipment
shall be mutually agreed in advance. The OVG Capital Acquisition shall be made during the first Operating
Year and once identified, the specific equipment and other related tangible personal property to be
purchased with the OVG Capital Acquisition shall be set forth in a writing to be signed by the parties and
updated by the parties from time to time as necessary to reflect any replacements or substitutions
thereof. All equipment, improvements, and other items purchased with the OVG Capital Acquisition,
including any replacements or substitutions thereof, shall be owned by OVG until payment of the Buyout
Amount (as described below), and Owner agrees to execute such documents as OVG shall reasonably
request evidencing OVG's ownership interest in such improvements and equipment, including financing
statements. For the sake of clarity, nothing in this paragraph shall be construed as requiring OVG to
replace any equipment or other personal property at its own cost.
Section 11.4 BuyoutAmount. The OVG Capital Acquisition shall be amortized on a straight-line
basis over a ten-year period (at the rate of 1/120 per month), commencing on the Commencement Date.
Within 5 days of the expiration or early termination of this Agreement (for any reason whatsoever,
including without limitation if due to a breach, default, or bankruptcy event by or affecting OVG, or if the
parties do not mutually agree to the Renewal Term), Owner shall immediately pay to OVG the
unamortized amount of the (the "Buyout Amount"). In the event that Owner fails to pay OVG the Buyout
Amount when due, the Buyout Amount shall accrue interest at the rate of 6% per annum, or the highest
rate permitted by law, whichever is less.
Section 11.5 Title to Improvements and Investments. Owner covenants and agrees not to
permit any liens or encumbrances to attach to the leasehold improvements and equipment purchased
with the Investment, and hereby waives any right to attach any claim, lien, or attachment to such
improvements or equipment. Once the Investment is fully amortized or the Buyout Amount is paid in full
to OVG, title to the equipment and improvements purchased with the Investment will become vested in
Owner, and OVG agrees to execute all necessary documents to evidence same. The rights of OVG set
forth in this Section shall be in addition to any other rights of OVG at law or in equity.
ARTICLE 12
FACILITY CONTRACTS; TRANSACTIONS WITH AFFILIATES
Section 12.1 Existing Contracts. Owner shall use its best efforts to provide to OVG, on or
before the Commencement Date, copies of all Existing Contracts, a list of which will be attached to this
Agreement as Exhibit D; provided that to the extent Owner does not provide any Existing Contract, OVG
shall not be required to administer or otherwise comply with such Existing Contract and shall be relieved
of any liability relating thereto. Except as provided for in the preceding sentence, OVG shall administer
and assure compliance with such Existing Contracts.
Section 12.2 Execution of Contracts. OVG shall have the right to enter into Service Contracts,
Revenue -Generating Contracts, Commercial Rights Contracts, and other contracts related to the
operation of the Facility, as agent on behalf of Owner and subject to the terms of this Agreement; provided
all Commercial Rights Contracts involving Naming Rights shall be subject to the prior written approval of
Owner, in Owner's sole and absolute discretion. Any such material agreements shall contain standard
Page 17 of 43
Page 853 of 1053
indemnification and insurance obligations on the part of each vendor, licensee, or service provider, as is
customary for the type of services or obligations being provided or performed by such parties. OVG shall
obtain the prior written (email shall be sufficient) approval of Owner before entering into any contract
with a term that expires after the Term of this Agreement, unless such contract, by its express terms, can
be terminated by OVG or Owner following expiration of the Term without any penalty.
Section 12.3 Transactions with Affiliates. In connection with its obligations hereunder relating
to the purchase or procurement of services for the Facility (including without limitation, the Food and
Beverage Services, ticketing services, Commercial Rights Services, web design and graphic design services)
OVG may purchase or procure such services from, or otherwise transact business with, an Affiliate of OVG,
provided that the prices charged and services rendered by such Affiliate are competitive with those
obtainable from any unrelated parties rendering comparable services. OVG shall, at the request of Owner,
provide reasonable evidence establishing the competitive nature of such prices and services, including, if
appropriate, competitive bids from other persons seeking to render such services at the Facility. Prior to
entering into any transaction subject to this Section 12.3, OVG shall obtain the written consent of Owner,
which shall not be unreasonably withheld or delayed.
ARTICLE 13
AGREEMENT MONITORING
Section 13.1 Contract Administrator. Each party shall appoint a contract administrator who
shall monitor such party's compliance with the terms of this Agreement. OVG's contract administrator
shall be its General Manager or Assistant General Manager (as designated by OVG) at the Facility, unless
OVG notifies Owner of a substitute contract administrator in writing. Owner shall notify OVG of the name
of its contract administrator within 30 days of execution hereof. Any and all references in this Agreement
requiring OVG or Owner participation or approval shall mean the participation or approval of such party's
contract administrator.
Section 13.2 Monthly Meetings and Inspections. OVG, Owner's contract administrator, and
other appropriate personnel, as determined by the parties, will meet monthly on topics including but not
limited to financials and forecasting, sales and marketing, promotions, event mix, repairs and
maintenance, anticipated changes in management, satisfaction surveys, and performance metrics. During
the first Operating Year, OVG shall provide Owner with a written monthly operational report of the
Facility; provided that the parties may mutually agree to a different cadence of such reports thereafter,
as mutually agreed. The Owner's contract administrator or designee may enter the Facility at all
reasonable times the Facility is open for the purposes of determining whether the terms and conditions
of this Agreement are being fully and faithfully observed and performed. The Owner's contract
administrator or designee may conduct periodic inspections of the Facility at any time, whether with or
without advanced notice to OVG.
Section 13.3 Rates, Fees, and Discounts. OVG shall allow Owner to review and approve all
rates, rate cards, published fees, and general discounting policies as set forth in the Operations Manual.
Owner's approval shall not be unreasonably withheld or delayed.
Section 13.4 Annual Report and Presentation to Council. OVG shall present an annual report
and presentation to Owner's City Council following the completion of each Operating Year. The parties
Page 18 of 43
Page 854 of 1053
anticipate such report and presentation to occur in August of each year during which this Agreement is in
effect.
ARTICLE 14
INDEMNIFICATION
Section 14.1 Indemnification by OVG. OVG agrees to defend, indemnify, and hold harmless
Owner and its officials, directors, officers, employees, agents, successors, and assigns against any third -
party claims, causes of action, costs, expenses (including reasonable attorneys' fees), liabilities, or
damages (collectively, "Losses") suffered by such parties and to the extent directly caused by any (a)
negligent or reckless act or omission, intentional misconduct, or failure to comply with Laws attributable
to OVG or any of its employees, or agents, in the performance of its obligations under this Agreement, or
(b) material breach by OVG of any of its representations, covenants, warranties, or agreements made
herein.
Section 14.2 Indemnification by Owner. Owner agrees to defend, indemnify, and hold
harmless OVG (including its parent, subsidiary, and affiliate companies) and each of their respective
directors, officers, employees, agents, successors, and assigns against any Losses suffered by such parties
and caused by any (a) negligent or reckless act or omission, intentional misconduct, or failure to comply
with Laws attributable to Owner or any of its employees or agents in the performance of its obligations
under this Agreement, (b) material breach by Owner of any of its representations, covenants, warranties,
or agreements made herein, (c) any defect or environmental condition at the Facility or under the
premises on which the Facility is located (including structural or construction defects (latent or patent),
not contributed to or caused by the negligence or willful misconduct of OVG, its employees, or agents, or
(d) withdrawal liability for a share unfunded vested benefits under multiemployer plans (as that term is
defined in 4001(a)(3) of the Employee Retirement Income Security Act of 1974).
Section 14.3 Conditions to Indemnification. With respect to each separate matter brought by
any third party against which a party hereto ("Indemnitee") who is indemnified by the other party
("Indemnitor") under this Article 14, the Indemnitor shall be responsible, at its sole cost and expense, for
controlling, litigating, defending, and/or otherwise attempting to resolve, through counsel of its choice,
any proceeding, claim, or cause of action underlying such matter, except that (a) the Indemnitee may, at
its option, participate in such defense or resolution at its expense and through counsel of its choice; (b)
the Indemnitee may, at its option, assume control of such defense or resolution if the Indemnitor does
not promptly and diligently pursue such defense or resolution, provided that the Indemnitor shall
continue to be obligated to indemnify the Indemnitee hereunder in connection therewith; and (c) neither
Indemnitor nor Indemnitee shall agree to any settlement without the other's prior written consent (which
shall not be unreasonably withheld or delayed). In any event, Indemnitor and Indemnitee shall cooperate
with each other in good faith and their respective counsel with respect to all such actions or proceedings,
at the Indemnitor's expense. With respect to each and every matter to which any indemnification may be
sought hereunder, upon receiving notice pertaining to such matter, Indemnitee shall promptly give
reasonably detailed written notice to the Indemnitor of the nature of such matter and the amount
demanded or claimed in connection therewith.
Section 14.4 Survival. The obligations of the parties contained in this Article 14 shall survive
the termination or expiration of this Agreement.
Page 19 of 43
Page 855 of 1053
Section 14.5 Legal Costs. Notwithstanding the other provisions of this Agreement, if legal costs
are being incurred by OVG or Owner for a third party claim in respect of which Owner is claiming indemnity
from OVG, such legal costs will be considered an Operating Expense unless and until liability of OVG
pursuant to this Agreement is conclusively established by a court of competent jurisdiction with respect
to the underlying claim on which OVG's obligation to indemnify is based, or as otherwise agreed by the
parties in connection with the settlement of any claim. In the event that the liability of OVG is so
conclusively determined, then such legal costs shall be considered costs of OVG (and not Operating
Expenses) and covered by the indemnity given by OVG to Owner hereunder and the parties shall adjust
between them in respect of such legal costs.
ARTICLE 15
INSURANCE
Section 15.1 Types and Amount of Coverage. OVG agrees to obtain insurance coverage in the
manner and amounts as set forth in Exhibit E, attached hereto, and shall provide to Owner promptly
following the Effective Date a certificate or certificates of insurance evidencing such coverage. OVG shall
maintain such referenced insurance coverage at all times during the Term and will not make any material
modification or change from these specifications without the prior written approval of Owner. Each
certificate shall be prepared on the most current ACORD form approved by the Iowa Department of
Insurance or an equivalent approved by Owner's Chief Financial Officer. Each certificate shall include a
statement under Description of Operations as to why the certificate was issued.
Section 15.2 Additional Terms; Third Parties. All insurance policies shall comply with all
additional terms listed on Exhibit E, attached hereto. OVG shall require that all third -party users of the
Facility, including without limitation third -party licensees and/or vendors, to provide certificates of
insurance evidencing insurance appropriate for the types of activities in which such user is engaged. If
OVG subcontracts any of its obligations under this Agreement, OVG shall require each such subcontractor
to secure insurance that will protect against applicable hazards or risks of loss as and in the minimum
amounts designated herein, and name OVG and Owner as additional insureds. For avoidance of doubt,
OVG has the affirmative duty to ensure all third -party users and subcontractors engaged by OVG
hereunder, comply with the requirements of this Article 15, including ensuring all applicable insurance
policies cover the type and duration of each event, project, or other occurrence for which the third -party
users or subcontractors will be utilizing the Facility.
ARTICLE 16
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 16.1 OVG Representations and Warranties. OVG hereby represents, warrants, and
covenants to Owner as follows:
(a) that it has the full legal right, power, and authority to enter into this Agreement
and to grant the rights and perform the obligations of OVG herein, and that no third -party consent or
approval is required to grant such rights or perform such obligations hereunder;
(b) that this Agreement has been duly executed and delivered by OVG and
constitutes a valid and binding obligation of OVG, enforceable in accordance with its terms, except as such
Page 20 of 43
Page 856 of 1053
enforceability may be limited by bankruptcy, insolvency, reorganization, or similar Laws affecting
creditors' rights generally or by general equitable principles;
(c) that OVG will comply with all Laws applicable to its management of the Facility,
provided that OVG shall not be required to undertake any compliance activity, nor shall OVG have any
liability under this Agreement therefor if such activity requires any Capital Expenditure or funding of an
Operating Expense that is not funded by Owner;
(d) that OVG shall, to the best of its knowledge and belief, comply with all applicable
provisions of the Americans with Disabilities Act, all applicable amendments thereto, and all applicable
federal regulations promulgated thereunder (collectively, the "ADA");
(e) that, to the best of its knowledge and belief, all programs, policies, and alterations
of any type initiated by OVG shall comply with the 2010 Standards for Accessible Design, the ADA Title II
regulation, Section 504 of the 1973 Rehabilitation Act, all applicable amendments thereto, and all similar
statutes and regulations prohibiting discrimination on the basis of disability;
(f) that OVG shall, to the best of its knowledge and belief, ensure that its websites
and all online services, including those websites or online services provided by third parties upon which
OVG relies to provide services or content, comply with, at minimum, Web Content Accessibility Guidelines
— WCAG 2.1 AA;
(g) that, to the best of its knowledge and belief, no relationship exists or will exist,
during the Term hereof, between OVG and Owner that is a conflict of interest. The provisions of Iowa
Code Chapter 68B (Government Ethics and Lobbying Act) shall apply to this Agreement. Accordingly, OVG
shall promptly report any potential conflicts of interest to Owner;
(h) that OVG has not employed any person to solicit or procure this Agreement. OVG
has not either directly or indirectly entered into any agreement, participated in any collusion, or otherwise
taken any action in restraint of free competitive procurement in connection with this Agreement;
(i) that, to the best of its knowledge and belief, all the materials and services
produced or provided to Owner pursuant to the terms of this Agreement shall be wholly original with OVG
or that OVG has secured all applicable interests, rights, licenses, permits, or other intellectual property
rights in such materials and services. OVG represents and warrants, to the best of its knowledge and belief,
that said materials and services, and Owner's use of the same, in accordance with this Agreement, and
the exercise by Owner of the rights granted to it by this Agreement, in accordance with this Agreement,
will not infringe upon any other work or violate the rights of publicity or privacy of, or constitute a libel or
slander against, any person, firm, or corporation. OVG further represents and warrants, to the best of its
knowledge and belief, that said materials and services do not infringe upon the copyright, trademark,
trade name, trade dress, patent, statutory or common law, or any other rights of any person, firm,
corporation, or other entity.
Section 16.2 Owner Representations, Warranties and Covenants. Owner represents,
warrants, and covenants to OVG as follows:
Page 21 of 43
Page 857 of 1053
(a) that it has the full legal right, power, and authority to enter into this Agreement
and to grant the rights and perform the obligations of Owner herein, and that no other third -party consent
or approval is required to grant such rights or perform such obligations hereunder.
(b) that this Agreement has been duly executed and delivered by Owner and
constitutes a valid and binding obligation of Owner, enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization, or similar laws affecting
creditors' rights generally or by general equitable principles.
(c) that the Facility is, as of the Effective Date and to the best of Owner's knowledge
and belief, in compliance in all respects with all applicable Laws relating to the construction, use, and
operation of the Facility (including, without limitation, Title III of the American with Disabilities Act), and
that there exist no structural defects or unsound operating conditions at the Facility.
(d) that to the best of its knowledge and belief, that any materials provided by or
modified by Owner hereunder, do not infringe upon the copyright, trademark, trade name, trade dress,
patent, statutory or common law, or any other rights of any person, firm, corporation, or other entity.
(e) that as of the Commencement Date, OVG shall have the full exclusive rights to
the Facility as set forth herein, and no third party shall retain any rights to, or control of, the Facility or in
connection with the exclusive services being provided by OVG hereunder.
ARTICLE 17
FEDERAL TAX REQUIREMENTS
Section 17.1 Compliance with Federal Tax Requirements. OVG understands that all or a
portion of the Facility has been or may be financed on a tax-exempt basis (such financing, the "Bonds")
and, as a result, Owner must comply with the Internal Revenue Code of 1986, as amended, and certain
treasury regulations promulgated thereunder (collectively, the "Code"), with respect to the use and
management of the Facility by OVG, and any other nongovernmental user of all or a portion of the Facility.
OVG agrees to cooperate with Owner in complying with the requirements of the Code with respect to
private business use of property financed with the Bonds at the Facility. Without limiting the generality of
the foregoing, OVG agrees that the compensation hereunder does not and is not intended to provide OVG
a share of the net profits of the Facility and agrees to cooperate with Owner in maintaining the safe harbor
conditions provided in Revenue Procedure 2017-13 (as modified, amplified and/or superseded, the "Rev.
Proc.") regarding qualified management contracts, and acknowledges that, as of the Effective Date, the
Rev. Proc. includes the following safe harbor conditions, among others, that must be satisfied to ensure
that the Bonds will maintain their tax-exempt status:
(a) OVG and any other third -party manager shall agree that it is not entitled to and shall not
take a tax position with respect to the Facility or any management agreement that is
inconsistent with being a service provider to Owner that provides services at the Facility,
including, without limitation, taking any depreciation or amortization, investment tax
credit, or deduction for any payment as rent with respect to the Facility.
(b) In connection with OVG or any other third -party manager's services at the Facility and as
described in the Rev. Proc., Owner approval is required for: (i) the annual budget of the
Facility; (ii) each disposition of any portion of the Facility, (iii) rates charged for the use of
all or any portion of the Facility, and (iv) and the general nature and type of use of the
Facility by OVG.
Page 22 of 43
Page 858 of 1053
(c) Owner bears risk of all loss, including casualty loss of the Facility.
(d) Neither OVG nor any other third -party manager shall have any role or relationship with
Owner that, in effect, substantially limits Owner's ability to exercise its rights under any
management agreement.
OVG agrees to cooperate in good faith with Owner in order to ensure that this Agreement and OVG's
services hereunder comply the requirements of the Code with respect to private business use of property
financed with the Bonds at the Facility, including but not limited to, maintaining the safe harbor conditions
provided in the Rev. Proc (collectively, the "Private Use Requirements"). If Owner reasonably determines
that the Commercial Rights Services or any other of OVG's services or actions hereunder violate the
Private Use Requirements, OVG shall reasonably cooperate (without expenditure of material funds) to
cease such services or actions following notice thereof from Owner. If following a good faith negotiation
period of not less than 90 days (the "Negotiation Period"), Owner continues to reasonably determine that
OVG's services or actions hereunder violate the Private Use Requirements notwithstanding OVG's
reasonable cooperation efforts, Owner may terminate this Agreement in its sole discretion and without
penalty for a period of 60 days following the end of the Negotiation Period. If Owner does not terminate
this Agreement during such 60-day period, such termination right shall expire.
If Owner reasonably determines that the terms of this Agreement violate the Private Use Requirements,
the parties shall proceed in accordance with Section 17.2 below as if Changes (as defined below) had
occurred.
Section 17.2 Future Changes in Federal Tax Requirements. OVG agrees to negotiate in good
faith with Owner to amend this Agreement from time to time (each, an "Amendment") to address any
interpretations, modifications, or other changes in federal tax requirements regarding tax-exempt bonds,
which may include any modifications and amplifications of the Rev. Proc. or requirements superseding
the Rev. Proc. taking place after the Effective Date (collectively, "Changes") to ensure that the tax-exempt
status of the Bonds utilized to finance all or a portion of the Facility is maintained. The parties acknowledge
and agree that the terms of an Amendment shall be limited to modifying this Agreement in order to (i)
maintain the tax-exempt status of the Bonds notwithstanding such Changes (without requiring a partial
redemption or other remedial action with respect to the Bonds), and (ii) ensuring that the financial
arrangements under this Agreement are materially maintained. Notwithstanding anything herein to the
contrary, if following a Negotiation Period this Agreement is unable to be amended to the satisfaction of
Owner with respect to clause (i) above, or Manager with respect to clause (ii) above, then this Agreement
may be terminated by the applicable dissatisfied party in its sole discretion and without penalty for a
period of 60 days following the end of the Negotiation Period. If neither party terminates this Agreement
during such 60-day period, such termination right shall expire.
Section 17.3 Remedies. Owner acknowledges and agrees that OVG is not responsible for
determining whether this Agreement or the services hereunder comply with the Code or the Rev. Proc.
or otherwise with the requirements of the Bonds, and is relying on Owner's good -faith, reasonable
determinations as to such matters. As such, OVG shall bear no responsibility with respect to maintaining
the tax-exempt status of the Bonds, under no circumstances shall OVG be liable for any failure by Owner
to maintain the tax-exempt status of the Bonds, notwithstanding anything to the contrary in this
Agreement (including in connection with OVG's indemnification obligations set forth in Section 14), and
Owner's sole remedies under this Agreement in relation to the Bonds or pursuant to this Section 17 shall
be termination of the Agreement as set forth in Sections 17.1 and 17.2 above.
Page 23 of 43
Page 859 of 1053
ARTICLE 18
MISCELLANEOUS
Section 18.1 PCI Compliance. The parties agree to comply with all current and future Payment
Card Industry Data Security Standards ("PCI Standards") and guidelines that may be published from time
to time by Visa, MasterCard, or other associations as they relate to the storage of payment card data. For
PCI Standards compliance purposes, the Facility shall include a segmented network, an appropriate
number of wired data connections to the Internet for point -of -sale devices ("POS") to be used by OVG and
any contractors at the Facility. If Owner provides such network, Owner shall be responsible for the
security of its network, including, without limitation, applicable PCI Standards compliance, and for
procuring and installing point of sale (POS) payment systems that are compliant with the latest PCI-DSS
requirements. Notwithstanding the foregoing, if provided for in the Investment by OVG, OVG shall be
responsible for procuring and installing POS payment systems that are compliant with the latest PCI
Standards and in such case OVG shall be responsible for the PCI Standards compliance of its POS systems
it provides. If at any time either party determines that data covered by PCI Standards has been
compromised, such party will notify the other without undue delay and provide reasonable assistance in
providing notification to the proper parties as deemed necessary.
Section 18.2 No Discrimination. OVG agrees that it will not discriminate against any employee
or applicant for employment for work under this Agreement because of race, religion, color, sex, disability,
national origin, ancestry, physical handicap, creed, sexual orientation, gender identity, gender expression,
pregnancy, or age, and will take affirmative steps to ensure that applicants are employed, and employees
are treated during employment, without regard to race, religion, color, sex, disability, national origin,
ancestry, physical handicap, creed, sexual orientation, gender identity, gender expression, pregnancy,
marital status, familial status, genetic information, age, status with regard to public assistance, status as
a veteran, or any other classification protected by Laws, except where age or sex is an essential, bona fide
occupation requirement, or where disability is a bona fide occupational disqualification or as otherwise
permitted by Laws. Such action shall include, but not be limited to the following: (a) employment, (b)
upgrading, (c) demotion or transfer, (d) recruitment or advertising, (e) layoff or termination, (f) rate of
pay or other forms of compensation, and (g) selection for training, including apprenticeship. OVG will use
commercially reasonable efforts to include the provisions of these nondiscrimination clauses in any
applicable Service Contracts, unless exempt by the rules, regulations, or orders of Owner or where such
terms would be inappropriate or inapplicable.
Section 18.3 Use of Facility Names and Logos. OVG shall have the right to use throughout the
Term (and permit others to use in furtherance of OVG's obligations hereunder), for no charge, the name
and all logos of the Facility, on OVG's stationary, in its advertising of the Facility, and whenever conducting
business of the Facility; provided, that OVG shall take all prudent and appropriate measures to protect
the intellectual property rights of Owner relating to such logos. All intellectual property rights in any
Facility logos developed by OVG or Owner shall be and at all times remain the sole and exclusive property
of Owner. OVG agrees to execute any documentation requested by Owner from time to time to establish,
protect, or convey any such intellectual property rights.
Section 18.4 Facility Advertisements. Owner agrees that in all advertisements placed by
Owner for the Facility or events at the Facility, whether such advertisements are in print, on radio,
television, the internet, or otherwise, it shall include a designation that the Facility is "Managed by Oak
View Group".
Page 24 of 43
Page 860 of 1053
Section 18.5 Force Majeure; Casualty Loss.
(a) A delay in or failure of performance of either party shall not constitute a default
hereunder nor be the basis for, or give rise to, any claims for damages, if and to the extent such delay or
failure is caused by an Event of Force Majeure. Provided, however, that the party who is delayed or
prevented from performing by an Event of Force Majeure shall, within a period not to exceed 14
(fourteen) days after the occurrence or detection of any such event, give notice to the other party setting
forth in reasonable detail the nature thereof and the anticipated extent of the delay and shall remedy
such cause as soon as reasonably possible, or as mutually agreed between the parties. Notwithstanding
the foregoing, in no event shall a party's failure to make payments due hereunder be excusable due to an
Event of Force Majeure.
(b) In the event of damage or destruction to a material portion of the Facility by
reason of fire, storm, or other casualty loss that renders the Facility (or a material portion thereof)
untenantable, Owner shall use reasonable efforts to remedy such situation. If notwithstanding such
efforts, such damage or destruction is expected to render the Facility (or a material portion thereof)
untenantable for a period estimated by an architect selected by Owner at OVG's request, of at least one
hundred eighty (180) days from the date of such fire, storm, or other casualty loss, either party may
terminate this Agreement upon written notice to the other, provided that (i) Owner shall pay to OVG its
costs of withdrawing from services hereunder, as described in Section 4 above, and (ii) in the event the
Facility once again becomes tenable at any time during the Term, this Agreement shall, at the option of
OVG, once again become effective and OVG shall manage and operate the Facility under the terms hereof,
except that the Term shall be extended for a period of time in which the Facility was untenantable.
Section 18.6 Assignment; Binding on Successors and Assigns. Neither party may assign this
Agreement without the prior written consent of the other, which consent shall not be unreasonably
withheld or delayed, except that either party may, without the prior written consent of the other party
but upon at least 30 days' written notice to the other party, assign this Agreement in connection with a
sale, merger, or other business combination involving all or substantially all of its assets or equity interests;
provided, however, that Owner shall have the right to reasonably evaluate the experience, qualifications,
and financial standing of the proposed assignee and make reasonable objection thereto. The Owner shall
notify OVG in writing of any objection to the proposed assignment (with reasonable specificity as to the
nature of, and reason for, each such objection) within 10 days after OVG has notified Owner in writing of
a proposed assignment. Owner's consent to the assignment shall be presumed unless it has timely notified
OVG of its objection(s) as provided herein. If Owner so objects, and Owner's objections have not been
resolved to Owner's satisfaction, then OVG may proceed with the assignment only if OVG agrees in writing
to remain liable to Owner under this Agreement for the performance of the duties of OVG hereunder,
notwithstanding the assignment. Notwithstanding the foregoing, OVG may, without the necessity of
obtaining Owner's prior written consent, assign this Agreement to an Affiliate where such assignment is
intended to accomplish an internal corporate purpose of OVG as opposed to materially or substantially
altering the method of delivery of services to Owner or the kind or quality of the same. Any purported
assignment in contravention of this Section shall be void. This Agreement is binding on successors and
permitted assigns of the parties.
Section 18.7 Notices. All notices required or permitted to be given pursuant to this Agreement
shall be in writing and delivered personally or sent by registered or certified mail, return receipt
requested, or by generally recognized, prepaid, overnight air courier services, to the address and
individual set forth below. All such notices to either party shall be deemed to have been provided when
Page 25 of 43
Page 861 of 1053
delivered, if delivered personally, four (4) days after mailed, if sent by registered or certified mail, or the
next business day, if sent by generally recognized, prepaid, overnight air courier services.
If to Owner:
City Manager's Office
City Hall
50 W 13t" Street
Dubuque, IA 52001
Attn: City Manager
With a copy to:
City Attorney's Office
300 Main Street, Suite 330
Dubuque, IA 52001
Attn: City Attorney
Email: cityattorney@cityofdubuque.org
If to OVG:
Oak View Group
5050 S. Syracuse Street, Suite 800
Denver, CO 80237
Attn: Chief Operating Officer
With a copy to:
Oak View Group — Legal Department
5050 S. Syracuse Street, Suite 800
Denver, CO 80237
Attn: OVG360 Legal Department
Email: OVG360Legal@oakviewgroup.com
The designation of the individuals to be so notified and the addresses of such parties set forth above may
be changed from time to time by written notice to the other party in the manner set forth above.
Section 18.8 Severability. If a court of competent jurisdiction determines that any term of this
Agreement is invalid or unenforceable to any extent under applicable law, the remainder of this
Agreement (and the application of this Agreement to other circumstances) shall not be affected thereby,
and each remaining term shall be valid and enforceable to the fullest extent permitted by law.
Section 18.9 Entire Agreement. This Agreement (including the exhibits attached hereto)
contains the entire agreement between the parties with respect to the subject matter hereof, and
supersedes and replaces all prior negotiations, correspondence, conversations, agreements, and
understandings concerning the subject matter hereof. Accordingly, the parties agree that no deviation
from the terms hereof shall be predicated upon any prior representations, agreements, or
understandings, whether oral or written.
Section 18.9 Disputes; Governing Law; Venue. The parties agree to act immediately to resolve
any dispute arising with respect to this Agreement. Time is of the essence in the resolution of disputes.
OVG agrees that the existence of a dispute notwithstanding, it will continue without delay to carry out all
its responsibilities under this Agreement which are not affected by the dispute; Owner agrees that it shall
continue to make payment for all services performed as outlined in this Agreement. This Agreement is
entered into under and pursuant to, and is to be construed and enforceable in accordance with, the laws
of the State of Iowa without regard to its conflict of laws principles. Venue for any action arising out of
this Agreement shall be in the Iowa District Court for Dubuque County, Iowa or the Federal District Court
for the Northern District of Iowa, Eastern Division, and the parties hereby irrevocably consent to the
jurisdiction of such courts.
Section 18.10 Amendments. Neither this Agreement nor any of its terms may be changed or
modified, waived, or terminated (unless as otherwise provided hereunder) except by an instrument in
writing signed by an authorized representative of the party against whom the enforcement of the change,
Page 26 of 43
Page 862 of 1053
waiver, or termination is sought. The parties shall work in good faith immediately following execution
hereof to reach an agreement regarding one or more amendments to this Agreement and/or the Grand
River Agreement in order to better align the two agreements in terms of duration; budgets; allocation of
expenses, revenues, and personnel; and such other matters as the parties may mutually agree.
Section 18.11 Waiver; Remedies. No failure or delay by a party hereto to insist on the strict
performance of any term of this Agreement, or to exercise any right or remedy consequent to a breach
thereof, shall constitute a waiver of any breach or any subsequent breach of such term. No waiver of any
breach hereunder shall affect or alter the remaining terms of this Agreement, but each and every term of
this Agreement shall continue in full force and effect with respect to any other then existing or subsequent
breach thereof. The remedies provided in this Agreement are cumulative and not exclusive of the
remedies provided by law or in equity.
Section 18.12 Relationship of Parties. OVG and Owner acknowledge and agree that they are
not joint venturers, partners, or joint owners with respect to the Facility, and nothing contained in this
Agreement shall be construed as creating a partnership, joint venture, or similar relationship between
Owner and OVG. In operating the Facility, entering into contracts, accepting reservations for use of the
Facility, holding events, and conducting financial transactions for the Facility, OVG acts on behalf of and
as agent for Owner (but subject to the limitations on OVG's authority as set out in this Agreement), with
the fiduciary duties required by law of a party acting in such capacity.
Section 18.13 No Third -Party Beneficiaries. Other than the indemnitees listed in Sections 14.1
and 14.2 hereof (who are third -party beneficiaries solely with respect to the indemnification provisions in
such sections), there are no intended third -party beneficiaries under this Agreement, and no third party
shall have any rights or make any claims hereunder, it being intended that solely the parties hereto (and
the aforementioned indemnitees with respect to the indemnification provisions hereof) shall have rights
and may make claims hereunder.
Section 18.14 Attorneys' Fees. If any suit or action is instituted by either party hereunder,
including all appeals, the prevailing party in such suit or action shall be entitled to recover reasonable
outside attorney fees and expenses from the non -prevailing party, in addition to any other amounts to
which it may be entitled.
Section 18.15 Limitation on Damages. In no event shall either party be liable or responsible for
any consequential, indirect, incidental, punitive, or special damages (including, without limitation, lost
profits) whether based upon breach of contract or warranty, negligence, strict tort liability, or otherwise,
and each party's liability for damages or losses hereunder shall be strictly limited to direct damages that
are actually incurred by the other party, provided that the foregoing shall not limit or restrict any claim by
OVG for the management fees described herein upon a breach or default of this Agreement by Owner.
Section 18.16 Counterparts and Electronic Signatures. This Agreement may be executed in
counterparts, each of which shall constitute an original, and all of which together shall constitute one and
the same document. This Agreement may be executed by the parties and transmitted by electronic
transmission, and if so executed and transmitted, shall be effective as if the parties had delivered an
executed original of this Agreement.
Page 27 of 43
Page 863 of 1053
Section 18.17 Currency. All prices and financial terms referenced herein are intended to be in
U.S. dollars, and shall remain in U.S. dollars despite any exchange rate.
Section 18.18 Regulatory Agency Compliance. OVG shall in connection with its performance
under this Agreement, materially comply, to the best of its knowledge, with applicable laws and
regulations set forth by regulatory agencies is required. These agencies include but are not limited to,
OSHA (the Occupational Safety and Health Administration), EPA (the Environmental Protection Agency),
ICC (the Interstate Commerce Commission), DNR (the Department of Natural Resources), and DOT (the
Department of Transportation), including all similar state and federal agencies.
Section 18.19 Suspensions and Debarment. OVG further certifies that it is not presently
debarred, suspended, declared ineligible, or voluntarily excluded from participation in any contract with
Owner or the State of Iowa. OVG shall ensure that all subcontractors utilized by OVG for any service or
product referenced in this Agreement make a similar representation to those contained in the provisions
of this paragraph.
Section 18.20 Tax Exemptions. Owner is exempt from sales tax and certain use taxes, and if
requested by OVG shall provide substantiation of such exemption. Any charges for taxes for which Owner
is exempt will be deducted from invoices before payment is made.
Section 18.21 Number, Gender, Captions, and Headings. All words and phrases contained
herein, including acknowledgements hereof, shall be construed as the singular or plural number, and as
masculine, feminine, or neuter gender according to the contexts. The captions and section headings are
for convenience only and shall not be used in the interpretation or enforcement of any provision of this
Agreement.
Section 18,22 No Inference Against Drafter. Each party hereto acknowledges that this
Agreement was negotiated by the parties, each represented by counsel and each having participated in
the drafting of this Agreement. Therefore, no inference, presumption, or burden of proof shall arise
favoring any party by virtue of the authorship of any provision of this Agreement.
Section 18.23 Vehicle Use. Upon full execution of this Agreement, Owner shall provide OVG
with title to and keys for one or more motor vehicles to be used by OVG in connection with the
performance of its obligations under this Agreement (collectively, the "Vehicles"). OVG shall promptly
take title to and insure the Vehicles upon receipt. Upon expiration or earlier termination of this Agreement
for any reason, title to each Vehicle shall revert to Owner, who shall promptly assume ownership and
insurance responsibility for the Vehicles. Each party shall have a reasonable opportunity to inspect the
Vehicles prior to any transfer of title. OVG shall ensure that, prior to any transfer of title, any damage to
a Vehicle exceeding ordinary wear and tear shall be repaired at OVG's expense. All Vehicles shall be
transferred AS IS, WHERE IS, AND WITH ALL FAULTS, except that the Owner represents and warrants
that, at the time of initial transfer to OVG, the Vehicles shall be free from latent defects, and Owner shall
remain responsible for any claims arising directly from such latent defects. As of the Effective Date, the
Vehicles are as follows: 2018 Ford F250, VIN 1FTBF2B69KEE05882.
ACCEPTED AND AGREED as of the Effective Date:
THE CITY OF DUBUQUE, IA GLOBAL SPECTRUM, L.P. d/b/a Oak View Group
By: Global Spectrum, LLC, its general partner
By:
Name: Brad M. Ca
Its: Mayor
A6M=m-
By: Evi a n Ruthiinb.-ro-it n'..,')", I.5L FL,I
Name: Brian Rothenberg
Its: President
Page 28 of 43
f
SCHEDULE 1
DEPICTION OF FIVE CIVIC CENTER UNDER OVG'S MANAGEMENT
n
1
I � ,
i
of
WSTHST
FIVE FLAGS MANAGEMENT AGREEMENT AREA:
ENTIRE BUILDING FOOTPRINT AREA a!k
ALL AQ7ACENT SIDEWALKS TO THE BACK OF CURB
W 4'r
Fiv Flags Civic Center - Management Agreement
� r
Page 29 of 43
Page 865 of 1053
EXHIBIT A-1
OVG MANAGEMENT DUTIES
OVG's management obligations under the Agreement shall consist of the following obligations, all of
which are subject to the terms hereof and the controls and restrictions in the Operations Manual:
(a) Manage all aspects of the Facility in accordance with the Operations Manual and the terms of
this Agreement, including but not limited to managing purchasing, payroll, fire prevention, security, crowd
control, routine repairs, preventative maintenance, janitorial services, groundskeeping, promotions,
advertising, energy conservation, security, box office, admission procedures, and general user services in
a cost efficient, high quality, and efficient manner that meets the highest industry standard.
(b) Establish and adjust prices, rates, and rate schedules for user, license, concessions,
occupancy, and advertising agreements, and booking commitments. OVG may deviate from the
established rate schedule when entering into any such agreements if determined by OVG, using its
reasonable business judgment, to be necessary or appropriate with respect to the specific situation.
(c) Procure, negotiate, execute, administer, and assure compliance with Service Contracts,
Revenue Generating Contracts, and other contracts related to the operation of the Facility.
(d) Require that all vendors and licensees of the Facility execute vendor/license agreements
containing standard indemnification and insurance obligations on the part of each such vendor/licensee.
(e) Prior to accepting any event or other booking, provide Owner with standard form advertising
and sponsorship contracts and user/rental agreements for use at or with respect to the Facility. OVG shall
submit such form agreements to Owner for review and comment, and the parties shall work together to
finalize such forms. Once finalized, OVG shall use such forms in furtherance of its duties hereunder, and
shall not materially deviate from the terms contained in such forms without obtaining the prior written
approval of Owner (which shall not be unreasonably withheld or delayed). OVG's sole responsibility with
regard to providing legal advice or assistance hereunder shall be to provide such standard form contracts.
(f) Operate and maintain the Facility through exercise of the commercially reasonable standards
of maintenance and preservation, subject to approved Operating Budgets, including the equipment
utilized in connection with its operation and any improvements made during the term of this Agreement,
in the condition received, normal wear and tear excepted.
(g) Arrange for and otherwise book events at the Facility in accordance with a booking schedule
to be developed by OVG.
(h) Upon reasonable request, allow Travel Dubuque real time -access to information, such as the
booking and events calendar (including date holds) and customer relationship components.
(i) Hire or otherwise engage, pay, supervise, and direct all personnel OVG deems necessary for
the operation of the Facility in accordance with Article 6 of the Agreement, and conduct staff planning,
retention, and training programs as determined to be necessary by OVG in its sole discretion.
(j) Maintain detailed, accurate, and complete financial and other records of all its activities under
this Agreement in accordance with generally accepted accounting principles, which records shall be made
available to Owner upon request, in accordance with Section 10.1 of the Agreement.
(k) Submit to Owner in a timely manner financial and other reports detailing OVG's activities in
connection with the Facility, as set forth in Section 10.2 of the Agreement.
Page 30 of 43
Page 866 of 1053
(1) Prepare a proposed annual Operating Budget and submit such proposed budget to Owner,
both in accordance with Article 7 of the Agreement.
(m) Pay all Operating Expenses and other expenses incurred in connection with the operation,
maintenance, supervision, and management of the Facility from the Operating Account or with funds
otherwise made available by Owner.
(n) Secure, or assist Owner (or any other third party, as applicable) to secure, all licenses and
permits necessary for the operation and use of the Facility for the specific events to be held therein, and
for the general occupancy of the Facility, including without limitation all necessary food and liquor
licenses, and renewals thereof. Owner shall cooperate in this process to the extent reasonably required.
All costs associated with this process shall be Operating Expenses.
(o) Collect, deposit, and hold in escrow in the Event Account any ticket sale revenues which it
receives in the contemplation of or arising from an event pending the completion of the event, as more
fully described in Section 8.1 of the Agreement.
(p) Collect in a timely manner and deposit in the Operating Account all Revenue, as more fully
described in Section 8.2 of the Agreement.
(q) Subject to Owner making available sufficient funds in a timely manner, pay all Taxes.
(r) Plan, prepare, implement, coordinate, and supervise all public relations and other
promotional programs for the Facility.
(s) Prepare, maintain, and implement on a regular basis, subject to Owner's yearly approval, a
Marketing Plan for the Facility.
(t) Develop and establish open, clear, and responsive reporting systems with the Owner, utilizing
measurable and reported performance metrics. Metrics will be established in the first six (6) months of
the Commencement Date and reviewed and updated on a yearly basis.
(u) On an annual basis, cause a written inventory to be taken of all furniture, fixtures, office
equipment, supplies, tools, and vehicles at the Facility, and deliver a written report of the foregoing to
Owner. OVG shall document all major damage to, or loss in, such inventory during the Term as soon as
such damage or loss is discovered by OVG, and OVG shall promptly notify Owner of any such damage or
loss.
(v) Purchase, on behalf of Owner and with Owner funds, and maintain during the Term, all
materials, tools, machinery, equipment, and supplies necessary for the operation of the Facility.
(w) As agent for Owner, manage risk management and Facility insurance needs, as more fully
described in Article 15 of the Agreement.
(x) Make and be responsible for all routine and minor repairs, maintenance, preventative
maintenance, and equipment servicing. OVG shall be responsible for ensuring that all repairs,
replacements, and maintenance shall be of a quality and class at least equal to that of the item being
repaired, replaced, or maintained. Any replacement of an item in inventory, or any new item added to the
inventory, which is paid for by Owner, shall be deemed the property of Owner, including any item paid
for with funds from the Operating Account.
(y) Cause such other acts and things to be done with respect to the Facility, as determined by
OVG in its reasonable discretion, to be necessary for the management and operation of the Facility
following the Commencement Date.
Page 31 of 43
Page 867 of 1053
PYWIRIT A_7
OVG FOOD AND BEVERAGE SERVICES
OVG will provide high quality food and beverage services. OVG's food and beverage obligations under the
Agreement shall consist of the following, all of which are subject to the terms hereof and the controls and
restrictions in the Operations Manual:
(a) Develop and implement all necessary policies and procedures for the food and beverage
operations;
(b) Engage and oversee employees necessary to perform the Food and Beverage Services;
(c) Manage the Food and Beverage Services in compliance with and subject to all federal, state,
and local laws, ordinances, and regulations (including, without limitation, health and sanitation codes and
regulations with respect to the sanitation and purity of the food and beverage products for sale);
(d) Arrange for all minor repairs and routine maintenance to the equipment used in the operation
of the Food and Beverage Services;
(e) Keep the food and beverage facilities and equipment neat, clean, and in a sanitary condition;
(f) Undertake appropriate advertising, marketing, and promotion of the food and beverage
offerings at the Facility;
(g) Develop menus, portions, brands, prices, themes, and marketing approaches. OVG (or the
third -party concessionaire, as applicable) shall be entitled to set the prices for such items for sale;
(h) Order, stock, prepare, pay for (as an Operating Expense), and sell appropriate foods and
beverages; and
(i) Obtain and maintain all licenses and permits necessary for the operation of the Food and
Beverage Services, including those required for the on -premise sale of alcoholic beverages. Owner shall
offer reasonable assistance to OVG in obtaining and maintaining such licenses and permits. The cost of
such licenses and permits (including the cost to obtain such licenses and permits, such as legal costs
associated therewith) shall be Operating Expenses.
For avoidance of doubt, to the extent OVG subcontracts or otherwise assigns the foregoing Food and
Beverage Services, in accordance with this Agreement, such third party (including, if applicable, any
Affiliate) shall be obligated to obtain and/or maintain any license or permits required hereunder,
including, without limitation, any liquor licenses required for the on -premise sale of alcoholic beverages,
and Owner agrees to reasonably assist such third party in connection therewith, as directed by OVG.
Page 32 of 43
Page 868 of 1053
EXHIBIT A-3
OVG COMMERCIAL RIGHTS SERVICES
OVG's obligations in respect of the sale of Commercial Rights under the Agreement shall consist of the
following, all of which are subject to the terms hereof and the controls and restrictions of the Operations
Manual.
(a) Actively market the Commercial Rights at and with respect to the Facility, and, will regularly
apprise Owner of its sales prospects and the status of any potential sales of Commercial Rights;
(b) Develop advertising system design and consult with Owner on proposed inventory;
(c) Create rate cards and packages, target lists, and vendor packages, as necessary;
(d) Develop Naming Rights and sub -Naming Rights packages/pricing, if applicable;
(e) As requested by Owner, during quarterly meetings with Owner, reports detailing OVG's sales
of Commercial Rights.
Page 33 of 43
Page 869 of 1053
EXHIBIT B
QUALITATIVE INCENTIVES
OVG shall be eligible to earn a Qualitative Incentive up $45,000 ($15,000/Operational Benchmark)
to reach each of the following benchmarks (each, an "Operational Benchmark"). The achievement of the
Operational Benchmark(s) shall be determined by Owner, in its reasonable and good faith discretion
based on its evaluation of OVG's performance during each Operating Year. Notwithstanding the foregoing,
OVG shall notify Owner to the extent it deems any Operational Benchmark has been achieved (as set forth
below) and shall provide reasonable proof thereof. Once the parties agree in writing (email shall be
sufficient) that any such Operational Benchmark has been achieved, the applicable Incentive Fee(s) for
the applicable Operating Year shall become due as set forth in Section 3.2 of this Agreement and may be
paid by OVG out of the Operating Account. The Operational Benchmarks may be revisited every two (2)
years based upon the Facility renovations and redevelopment as it takes place by mutual agreement of
OVG and Owner. The parties would establish revised Operational Benchmark by February 1, prior to the
next year's budget being established.
1. Economic Impact -Focused Targeted Events and Performances —Attraction of events that by their
financial model positively affect the bottom -line budget resulting in a positive impact on the
Facility and Owner's budget and positively impact neighboring businesses and overnight stays.
Stakeholder Development Relationship — Build a strong business relationship with Travel
Dubuque, Dubuque Area Chamber of Commerce, Dubuque Main Street, hoteliers, businesses,
youth sports, and performing arts on mutual strategy development, an increased level of
collaboration, and focused approach on event mix, relational economic impact,
stakeholder/tenant relationships, and overall civic center business improvement model
benefiting OVG, the Owner, and the community.
3. Operating Budget Success —OVG has successfully developed and managed an Operating Budget
for the applicable Operating Year.
Page 34 of 43
Page 870 of 1053
EXHIBIT C
OPERATING BUDGET (FIRST OPERATING YEAR)
[to be attached]
Page 35 of 43
Page 871 of 1053
Updated OVG Proforma
Yr 1
Attendance
65,000
# of Events
158
Event Days
150
Rental Income
$
57,108
Service Income
$
652,674
Service Expenses
$
(649,968)
Total Direct Event Income
$
59,814
F&B Concessions
$
188,675
F&B Catering
$
25,000
Merch
$
8,741
Parking
$
8,107
Other (Promoter Rebate)
$
-
Total Ancillary Income
$
230,523
Other Event Income
Ticket Rebates
$
118,041
Facility Fees
$
101,566
Total Other Event Income
$
219,608
Total Event Income
$
509,944
Advertising Income - Signage
$
85,000
Other Operating Income
$
25,000
Total Other Operating Income
$
110,000
Adjusted Gross Income
$
619,944
Expenses
Salaries & Wages
$
1,009,693
Benefits
$
209,731
Less: Event Labor Allocation
$
(204,763)
Net EE Wages and Benefits
$
1,014,661
Contracted Services
$
35,000
General & Admin
$
186,797
Operations
$
21,474
Repair & Maintenance
$
69,975
Supplies
$
22,500
Insurance
$
110,000
Page 872 of 1053
Utilities
Other
Management Fees
Less: Expenses Allocated
Total Operating Expenses
Net Income (Loss) From Operations
$
251,013
$
3,270
$
133,215
$
(29,052)
$
1,818,854
$ (1,198,910)
Page 873 of 1053
CONTRACTS:
Cummins Sales & Service (generator)
Gary's Pest Control (pest)
Kone (elevator)
Midwest Overhead Crane (arena rigging)
Racom (security cameras)
Autodesk, Inc. (Auto CAD)
Computer Doctors, Inc. (Microsoft 365)
Fiserve Inc. (Clover)
IEBA (conference registration)
SPONSORSHIPS:
Green State Credit Union
RE -Max
River Bluff Creative
Diamond Jo Casino
Kwik Stop
EXHIBIT D
EXISTING CONTRACTS
Page 36 of 43
Page 874 of 1053
EXHIBIT E
INSURANCE
OVG shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the coverage required
in Schedule E-1, attached hereto, prior to commencing work. Each certificate shall be prepared on the
most current ACORD form approved by the Iowa Department of Insurance or an equivalent approved by
the Director of Finance and Budget.
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.
Each certificate shall be furnished to the Finance Department of the City of Dubuque.
Failure to provide coverage required by this Insurance Schedule shall not be deemed a waiver of these
requirements by the City of Dubuque. Failure to obtain or maintain the required insurance shall be
considered a material breach of this agreement.
OVG shall require all subconsultants and sub-subconsultants to obtain and maintain during the
performance of work insurance for the coverages described in this Insurance Schedule and shall obtain
certificates of insurances from all such subconsultants and sub-subconsultants. OVG agrees that they shall
be liable for the failure of a subconsultant and sub- subconsultant to obtain and maintain such coverages.
Owner may request a copy of such certificates from OVG.
All required endorsements shall be attached to the certificate. The certificate is due before the
contract/agreement can be approved.
Whenever a specific ISO form is listed, required the current edition of the form must be used, or an
equivalent form may be substituted if approved by the City of Dubuque's Chief Financial Officer and
subject to OVG identifying and listing in writing all deviations and exclusions from the ISO form.
OVG shall be required to carry the minimum coverage/limits, or greater if required by law or other legal
agreement, in Exhibit E-I. If the contractor's limits of liability are higher than the required minimum limits
then the provider's limits shall be this agreement's required limits.
OVG shall be responsible for deductibles and self -insured retention for payment of all policy premiums
and other cost associated with the insurance policies required below.
All certificates of insurance must include agents name, phone number, and email address.
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.
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 37 of 43
Page 875 of 1053
Schedule E - 1
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products -Completed Operations Aggregate Limit $1,000,000
Personal and Advertising Injury Limit $1,000,000
Each Occurrence $1,000,000
Fire Damage Limit (anyone 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 on a form equivalent or more broad
than ISO form CG 00 01 or business owners form BP 00 02.
2) Include endorsement indicating that coverage is primary and non-contributory.
3) Include additional insured endorsement 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. Policy
shall include Waiver of Right to Recover from Others endorsement or by
blanket waiver of subrogation endorsement.
4) OVG shall provide thirty (30) days' advance written notice of cancellation, non -
renewal, reduction in insurance coverage and/or limits and ten (10) days'
written notice of non-payment of premium shall be sent to: City of Dubuque
Finance Department, 50 West 13th Street Dubuque, Iowa 52001.
B) AUTOMOBILE LIABILITY
Combined Single Limit $1,000,000
Coverage shall include all owned, non -owned, and hired vehicles. If OVG's business does
not own any vehicles, coverage is required on non -owned and hired vehicles.
1) Policy shall include Waiver of Right to Recover from Others endorsement.
2) Include endorsement indicating that coverage is primary and non-contributory.
C) WORKERS' 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
Page 38 of 43
Page 876 of 1053
Policy shall include Waiver of Right to Recover from Others endorsement.
Coverage B limits shall be greater if required by the umbrella/excess insurer.
OR
If, by Iowa Code Section 85.1A, OVG is not required to purchase Workers'
Compensation Insurance, OVG shall have a copy of the State's 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.
D) UMBRELLA/EXCESS LIABILITY $1,000,000
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 but not limited to Waiver of Subrogation and Primary and
Non- contributory in favor of the City.
E) PROFESSIONAL LIABILITY $2,000,000
If the required policy provides claims -made coverage:
1) The Retroactive Date must be shown and must be before the date of
the agreement.
2) Insurance must be maintained and evidence of insurance (or extended
coverage) must be provided for at least three (3) years after completion of the
work or services.
3) If coverage is canceled or non -renewed and not replaced with another claims -
made policy form with a Retroactive Date prior to the date of the agreement,
OVG must provide "extended reporting" coverage for a minimum of three (3)
years after completion of the work or services.
F) CYBER LIABILITY/BREACH $1,000,000
X Yes No
Coverage for First and Third Party liability including but not limited to lost data and
restoration, loss of income and cyber breach of information.
G) CONCESSIONAIRE BOND $25,000
H) DRAM SHOP $3,000,000
Please be aware that naming the City of Dubuque as an additional insured as is required by this
Page 39 of 43
Page 877 of 1053
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 form.
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 now 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 Coverage. 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 court of competent jurisdiction has ruled in
favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall not otherwise
change or alter the coverage available under the policy.
Page 40 of 43
Page 878 of 1053
FYWIPtIT C
TRANSITION BUDGET
(i)VG360
Five Flags Arena & Theater
Actual Transition Expenses vs Budget
Travel Expense Summary Actual
Budeet Difference
Administration
SO
S16,675
(S16,675)
Finance
SO
58,625
(S8.625)
Operations
SO
58,625
(S8,625)
HR
SO
S1,725
(S1.725)
Marketing
SO
51,150
(S1,150)
Partnerships
So
S1,725
(S1.725)
Hospitality
SO
SO
SO
Total
SO
538,525
(538525)
Other Expense Summary
5130-6290
Goodwill
5130-6170
Gifu-WeIcome Party
5250-7250
Photography
5180-6600
Advertising
5250-6970
Office Supplies
5250-6990
Postage
5250-7000
Printing
5170-6490
Licenses, Permits Fees
5250-6890
Dues & Subscriptions
5190-6690
Software & Licensing Expense
5210-6670
Procurement
5210-7427
Equipment
5 250-6800
Recruitment
5090-5910
SALARIES
5110-5460
PAYROLL TAXES
5250-6270
Relocation
5 250-7110
Contingency
5250-6700
Other Expenses
5250-7070
Uniforms
5250-6770
Linen & Cleaning
5180-6590
Meeting & Marketing
Total Other Expenses
Total Transition Costs
Actual Budeet Difference
SO
S0
SO
5000
i S5.0.00)
SO
SO
SO
SO
SO
SO
SO
SO
SO
1000
(51,000)
SO
2025
(S2,025)
SO
SO
2000
(S2,000)
SO
So
SO
SO
SO
SO
SO
SO
SO
So
SO
15000
(S15.000)
S0
SO
SO
SO
SO
5250
(55.250)
-
S -
S
TO
1 30275
(530,275)
SO 568,800 (SU,800)
Page 41 of 43
Page 879 of 1053
OVG360 Dubuque IA - Five Flags Mgmt FB Agr
v7 (Execution Copy) eff.7-1-25
Final Audit Report 2025-06-12
Created: 2025-06-12
By: Cait Burggraf(cait.burggraf@oakviewgroup.com)
Status: Signed
Transaction ID: CBJCHBCAABAAkkko5VNd7i6519SsxxtKkkwv3 Ec4FvR
"OVG360 Dubuque IA - Five Flags Mgmt FB Agr v7 (Execution
Copy) eff.7-1-25" History
Document created by Cait Burggraf(cait.burggraf@oakviewgroup.com)
2025-06-12 - 7:10:20 PM GMT
Document emailed to Brian Rothenberg (brian.rothenberg@oakviewgroup.com) for signature
2025-06-12 - 7:10:26 PM GMT
Email viewed by Brian Rothenberg (brian.rothenberg@oakviewgroup.com)
2025-06-12 - 7:13:23 PM GMT
Document e-signed by Brian Rothenberg(brian.rothenberg@oakviewgroup.com)
Signature Date: 2025-06-12 - 7:13:44 PM GMT - Time Source: server
O Agreement completed.
2025-06-12 - 7:13:44 PM GMT
0 Adobe Acrobat Sign
Page 880 of 1
THE CITY OF
DUB11aE
Masterpiece on the Mississippi
Operations Management Services
Request for Proposal
Five Flags Civic Center
City of Dubuque, Iowa
Issue Date: January 16, 2025
Closing Date & Time: February 13, 2025, 10.00 a.m. CST
Leisure Services Department
1157 Central Avenue
Dubuque, Iowa 52001-5016
1
Page 881 of 1053
1_0 INTRODUCTION
The City of Dubuque, Iowa (the "City") is soliciting competitive sealed proposals from qualified
professional management firms capable of providing a full range of comprehensive management
services with a well -proven track record of services consistent with generally accepted operation
of a civic/events center and historic theater. This proposal is for the Five Flags Civic Center ("FF"),
located at 405 Main Street in Dubuque, Iowa.
FF has long served as an important community asset for Dubuque and its residents. Over the
years, Five Flags has served as a critical gathering place in Dubuque, hosting thousands of
entertainment events, performing arts, sports, and civic events. The primary elements of the
current Five Flags Civic Center are the 4,000-seat arena (24,500-square foot of flat space), a
711-seat historic performing arts theater, 1,950-square feet of meeting space, and a 1,700-square
foot black box theater.
The City is seeking a professional, financially sound company and team to operate, market, and
manage FF under contract with the City of Dubuque. The City invites management firms to create
a proposal that would establish a relationship with the City that will be most beneficial to both the
City and the management firm.
The City invites submittals from qualified firms that have proven experience in providing
comprehensive management, marketing, and full -service operations at civic and events facilities
in comparable or larger markets. This Request for Proposal (RFP) is for consolidated services.
That is, firms should be prepared to provide all management, marketing, and operations services.
The City will consider a firm's use of affiliated companies, joint ventures, or subcontractors, to
provide consolidated services. Such use is only acceptable after review by the City, and upon
written approval.
At the conclusion of the RFP process described herein, and upon execution of a Management
Agreement (the "Agreement"), a firm will be selected for the comprehensive management,
marketing, and operation of FF consistent with generally accepted operations of a civic and events
center and historic theater. The selected firm will serve as an independent contractor of the City.
Unless previously approved by the City, in writing, under no circumstances shall the work or
services covered by this agreement be subcontracted and the management firm must function as
the single point of responsibility for the City.
Responsibilities of the selected firm will include but are not limited to: budgeting; hiring and training
of staff; the maintenance of the land, building, furniture, fixtures, and equipment; local and national
sales and marketing of FF; coordinating with the City and managing relationships with various
product and service providers; coordination of FF utilization, scheduling, negotiating, and
licensing of events, and additional responsibilities that may be required in the Agreement.
The City owns FF building, the land on which the building is situated, and related furniture, fixtures
and equipment ("FF&E"). The selected firm shall furnish such personal property as may be
required to carry out the firm's obligations (such as office supplies) and any other services as may
be required by the Agreement or as otherwise agreed with the City. The selected Firm and
General Manager will communicate with the Contract Administrator (currently the Leisure
Services Director).
Page 2
Page 882 of 1053
History
FF's location began as a hotel on the corner of Fourth and Main Street named the City Hotel in
the 1840's. In 1862, William G. Stewart purchased the building and began converting it into a
theater. Over the next 45 years, the venue endured a number of different owners and name
changes, until the original structure was destroyed in a fire in April 1910. The existing theater was
designed and built by C.W. and George L. Rapp of Chicago, who were highly regarded as some
of America's premier theater architects. The theater continued to operate in a variety of capacities
until 1969 when it was earmarked for demolition as part of Dubuque's 12-block downtown urban
renewal program. Those opposed to the demolition believed the facility was an irreplaceable
treasure and began obtaining private donations to combine a restored theater with a new
exhibition -arts facility for an all-purpose civic center on the block bordered by Fourth, Fifth, Main,
and Locust Streets.
A fund drive began in 1971 to renovate the venue and build an adjoining arts arcade and exhibition
hall. In 1972, the Orpheum was placed on the National Register of Historic Places. The theater
was restored in 1975, renamed the Five Flags Theater and reopened in 1976. Shortly thereafter,
a bond referendum was held for the construction of the Five Flags Civic Center, to be attached to
the existing theater. An overwhelming 70 percent majority approved of the project. The complex
is connected to the theater. The Civic Center opened its doors in 1979, alongside the restored
Theater on Fourth and Main taking up a full city block. The bond was a $3.7 million project.
Additional upgrades and renovations were completed in 2005 at a cost of just over $2.0 million.
At it's opening FF in 1979 was a city managed facility. In August 2003, an analysis of FF took
place to determine what could be done to hold the line on expenses or reduce the property tax
supporting that operation. After weighing the advantages and disadvantages of all options
considered, the City contracted SMG (now ASM Global) in April 2004 to privately manage FF.
The current management agreement ends June 30, 2025. The entire FF facility is owned by the
City.
In December 2022, the Dubuque City Council approved $24 million project to renovate the Five
Flags complex after three separate studies. The selected management firm will be expected to
advise the City on industry best practices and revenue generation opportunities during the
renovation process and recommend how to best implement the renovation schedule while
minimizing operational disruptions. The RFP to select a consultant to begin the renovation
process is expected in the second half of 2025. The current FY 25 capital budget has $600,000
budgeted for the consultant plus project and construction management services.
City of Dubuque
Recommended Capital Improvement Summary
FY 2025 - FY 2029
PROGRAM/ PROJECT DESCRIPTION SOURCE OF FUNDS
DEPT FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 TOTAL
CIVIC CENTER DIVISION
Culture and Recreation
Five Flags Building Improvements GDTIF G.O. Debt, Greater
Downtown TIF $ — $ 2,800,000 $ 3,094,678 $ 8,587,322 $ 8,972,000 $ 23,454,000
Page 3
Page 883 of 1053
Timeline for Services
It is the intent of the City that the new management agreement will begin at 12:01 a.m. on July
1, 2025.
2.0 COMMUNITY BACKGROUND
The City of Dubuque is located on the Mississippi River in northeastern Iowa, directly adjacent to
Illinois and Wisconsin. As Iowa's oldest city, Dubuque is a community well known for its historic
and architectural beauty. The City is over 30 square miles in area, with a population of nearly
60,000. The community has a stable and diversified manufacturing base and a growing service
sector. Dubuque is the major retail, medical, education, and employment center for the tri-state
area. Tourism is a major economic force in the community.
The City of Dubuque is governed by an elected Mayor and City Council and managed by a City
Manager. FF has a Civic Center Advisory Commission made up of local residents. The City funds
a full range of municipal services. City government works in collaboration and partnership with
the private and non-profit sectors to promote economic development and sustainability.
Downtown, neighborhood, and riverfront planning, sustainability, and revitalization are long-
standing priorities of the City. The City's website showcases and provides information on many
aspects of the City's operations. City Council goals and priorities are available on the City's
website.
The Mayor and City Council have identified becoming a more sustainable and resilient city as one
of their top priorities for over 18 years. Implementation of a community -defined sustainability plan
is among the Council's priorities. Find out more at www.sustainabledubuque.org.
The City is striving to be an equitable community of choice, one that is data driven, outcome
focused, and built on the five pillars of sustainability, resiliency, equity, transparency, and
compassion through people, partnerships, and planning.
The Imagine Dubuque Comprehensive Plan was adopted in 2017, following a year of community
engagement that gathered over 12,500 ideas from more than 6,000 residents and stakeholders.
The plan serves as a policy guide for the community's physical, social, and economic
development. Implementation of the plan recommendations will rely on community participation,
partnerships, and collaboration with residents and organizations. The goal is to create a more
viable, livable, and equitable community. The City tracks progress on the Plan and details can be
found on the webpage link above. Components of the plan are applicable to responses to the
RFP.
Approximately 60,000 people work in Dubuque County and Dubuque's largest employers include
John Deere Dubuque Works, Dubuque Community Schools, MercyOne Dubuque Medical Center,
Medical Associates Clinic, P.C. Unity Point Health -Finley Hospital, Cottingham and Butler, and
Sedgwick. The City of Dubuque and the Greater Dubuque Development Corporation ("GDDC")
are focused on the continued growth and expansion of current Dubuque County businesses,
recruitment of a new workforce, and welcoming new businesses to the community. Dubuque is
home to higher education institutions, including the University of Dubuque, Clarke University,
Loras College, Northeast Iowa Community College ("NICC"), and the neighboring University of
Wisconsin -Platteville.
Page 4
Page 884 of 1053
Dubuque has seen growth in its tourism industry year after year. Travel Dubuque has led award
winning efforts showcasing all there is to do in Dubuque and the region. Dubuque's history as
Iowa's first city and its beautiful historic architecture especially in Dubuque's downtown sets us
apart as a travel destination that brings over 2,000,000 visitors to the area each year. The National
Mississippi River Museum and Aquarium is in the nearby Port of Dubuque and is a major tourist
attraction for the region. FF is located in the historic Main Street and next to the Historic Millwork
District. Over 50 murals are located throughout downtown and create a unique experience for
travelers and visitors to the community. Viking River Cruises hosts national and international
travelers and docks in the Port of Dubuque. The ever-expanding Field of Dreams Movie Site is
just a quick 20-mile drive away and attracts many travelers to the region. Explore Travel
Dubuque's website and social media pages for more information.
3.0 PROPOSAL GOALS AND OBJECTIVES
This RFP seeks proposals from qualified firms that will address the goals and objectives outlined
in this RFP. The selected firm will provide turn -key operations, management, and marketing
services.
The selected firm will be expected to complete the contracted scope of work within the timeframe,
under the general direction and coordination of the City's Contract Administrator (currently Lesiure
Services Director Marie Ware) and the City Manager, as authorized by the City Council.
The City has identified the following operational goals and objectives for FF. The intent is to
achieve these goals in the timeliest and most cost-effective manner while providing the highest
quality customer service. Firms should consider these goals an important part of the RFP process,
as the ability to meet them will be carefully evaluated in the selection process.
A. Manage day-to-day operations and maintenance of FF in a prudent, high quality, and
efficient manner that meets the highest industry standard.
1. Maximize direct spending benefitting the Dubuque economy.
2. Maximize FF revenue generation with diverse revenue streams and minimize
expenses through excellent management service. Achieve the greatest profitability while
decreasing FF's cost impact on the City's budget.
3. Maximize the economic impact to the community, region, and state (via the
accommodation of non -local events, concerts, performances, and shows) and overall
utilization of the facility, while focusing on minimizing the annual operating cost for FF.
Establish a mix of events including tenant activities, touring entertainment events/shows,
sporting events, community events and more.
4. Implement a strong marketing and sales strategy that supports revenue goals.
5. Develop and implement an annual marketing plan for the facility to attract events,
shows, concerts, and performances.
6. Expand outreach efforts and enhance usage of FF by developing and
implementing initiatives to penetrate new markets, secure new events and activities, and
promote FF.
7. Develop and execute strategies to ensure FF is competitive with other civic centers
and historic theaters in comparable markets and modify such strategies as market
conditions and trends change.
Page 5
Page 885 of 1053
B. Provide superior services to booking agents, event planners, patrons, visitors, and other
uses of FF by maximizing customer satisfaction as exhibited by an industry -wide positive image
of FF and maximized re -bookings and routing opportunities.
1. Develop, implement, and monitor internal and external, independent performance
measures to gauge and report levels of customer service satisfaction in various metrics.
C. Ensure that shows, performances, concerts, and other events are attracted to and retained
at FF by producing a customer -friendly, client -friendly, and cost-effective environment. Provide
promotional activities, seating, sponsorships, and ticket related services.
D. Properly maintain and safeguard the City's capital investment in FF through the exercise
of the highest standards of maintenance and preservation, including the development and
maintenance of a rolling 5-1 0-year capital improvements and equipment replacement budget and
a well -established and documented maintenance plan.
E. Provide high quality food and beverage concession services.
F. Recruit and develop a customer -friendly, service -oriented, safe, well -trained workforce.
Include plan for taking affirmative action to ensure that all employment practices are free from
such discrimination. Include statement it is an Equal Opportunity or Affirmative Action employer.
G. Establish a system of communication and collaboration that encourages partnering
between and among other segments of community.
1. Develop and enhance strong, collaborative working relationships and beneficial
marketing strategies with the City, Travel Dubuque, Dubuque Main Street, Dubuque Area
Chamber of Commerce, and Greater Dubuque Development Corporation.
2. Cooperate with Dubuque hotel and motel operators to increase and maximize local
and nearby hotel and motel occupancy.
3. Work collaboratively with other City owned facilities including Grand River Center
and ImOn Arena.
H. Respond to and support the ever -changing needs of the community and users of the
facility with recommendations for expansion, renovations, and upgrades of services, technology,
and equipment for first-class operations.
I. Develop and establish open, clear, and responsive reporting systems with the City,
utilizing measurable and reported performance metrics.
1. Strive to meet and exceed benchmarks established in the Agreement and any
adjustments thereto.
J. Achieve and exceed goals and objectives in a professional manner, consistent with best
industry practices and all applicable laws and ordinances.
4_0
PROPOSAL SCOPE OF SERVICES
In preparing a response to this RFP, the firm should describe the means or strategy by which they
would satisfy the scope of services. The final scope of services will be negotiated with the selected
firm. The scope of services in this section is preliminary and may be modified during the selection
Page 6
Page 886 of 1053
and negotiation process. The City will evaluate submitted proposals and award an operations,
management, and marketing agreement to selected firm based on the best proposed solution to
each individual section listed below and in Section 3.0 Proposal Goals and Objectives.
The following outline represents the minimum components for performing the requested services.
A. Operation Management Services - Operation management services requires the
professional management operator to manage, in the most efficient, high quality, and cost-
effective manner possible, all aspects of FF operations such as groundskeeping, custodial and
maintenance services, security, sales, booking, marketing, event services (including event set-up
and tear -down, AV, event technologies, scheduling, promotions, business relationship
development, sponsorship and promotional services), food and beverage services, financial and
administrative services (including accounting, budgeting, purchasing, human resources, and
contracting). Specific services and expectations of the professional management operator will
include, but not be limited to the following:
1. Day -to -Day Management and Operation -
a. Ensure that the facility is kept clean, safe, sanitary, and maintained in good
working order.
b. Conduct repairs as necessary, certifying that work is compliant with, and
when possible, exceeds, City, state, and federal regulations.
C. Manage FF & E internal to FF. Provide, or cause to be provided, all
incidental services required in connection with FF or its events, including but not
limited to client development, promotional activities, food service, and
concessions.
d. Maintain an adequate staff of courteous, well -trained, and efficient
employees at FF and provide appropriate supervision of such employees.
e. Create a focus on all aspects of the business, including but not limited to
state, local, regional, and national events, and activities, government, social,
military, educational, religious, and fraternal (SMERF) events and activities, and
local social activities and events.
f. Support (in-house or via third party vendor(s)) of the technical environment
of FF operations including but not limited to: audio visual, lighting and sound
systems, end -point devices (such as computers, laptops, printers, phones, mobile
devices, servers, and cloud -based storage systems), cybersecurity protection and
monitoring, business operational software systems (such as financial, payroll, e-
mail, point -of -sale systems), compliance with all relevant security and privacy
standards, telecommunications systems (including all wired and wireless systems
such as telephony systems and phones, networks systems and connectivity, low
voltage wiring, firewalls, routers, switches, internet services room display screens,
outdoor electronic signage, time and attendance systems, television/video
services), HVAC and physical plant monitoring systems (including access control
and security), and any technology upgrades, maintenance, and support activities.
2. Report Preparation - collect all revenues generated through the operation of FF
and document all expenditures necessary for the proper management, operation,
maintenance, and supervision of the facility. Prepare and submit monthly and yearly
financial, operating, maintenance, management, marketing, and other such reports as
required by the City. Manage and track FF equipment list & submit yearly operating
equipment requests to the City.
Page 7
Page 887 of 1053
3. Annual Plan - develop annual plans, capital budgets, equipment replacement
schedules, and operational budgets for the City that have defined performance measures.
Comply with such plans, budgets, and timelines. Upon conclusion of the fiscal year,
ensure completion of an audit by a certified public accounting firm to develop audited
financial reports and to certify compliance with generally accepted accounting principles.
4. Contract Administration - administer all contracts and agreements required in the
ordinary course of business in operating FF, and if necessary or requested by the City,
participate in the solicitation of, and negotiations with, competing service providers.
5. Advise - provide such advice and assistance in relation to the operation, marketing,
management, maintenance, and supervision of FF as the City may require including, but
not limited to, recommending potential changes to sources of revenue, financial
accountability, reporting structures, partnerships, prices, policies, and other such practices
that could potentially add to the financial success of the facility.
6. Respond to City Requests - respond in a timely manner to requests from the City
and its agents or counsel.
B. Transition Services, if applicable, & Review of Services for Upgrades - Develop transitional
service plans for changeover of current management firm to new management firm (if applicable).
Perform a review of current services and provide proposals for upgrades of services.
C. Timeline/Schedule - The firm shall provide a recommended schedule for instituting
operations management services (as well as transition services, if applicable).
5_0 SUBMITTAL FORMAT TO BE INCLUDED IN PROPOSAL
The proposal should address all of the points outlined in this RFP. To simplify the review process
and obtain the maximum degree of comparability, the proposal shall include the following
information and shall be organized in the order and manner specified below. While additional data
may be presented, the following subjects must be included — they represent the criteria against
which the proposal will be evaluated.
Letter of Transmittal and Executive Summary
Provide a letter of transmittal briefly outlining the firm's understanding of the work. List the name,
address, telephone number, e-mail, and company website and social media of the firm's preferred
contact person (the "Proposal Manager"). The Contract Administrator will be the primary contact
person during the RFP evaluation process. Provide a brief executive summary (no more than two
pages) that succinctly discusses the firm's approach and describe how the firm is uniquely
qualified as the best choice to manage FF.
Minimum Firm Qualifications
This section lists the criteria to be considered in evaluating the ability of firms interested in
providing the services specified in this RFP. A proposer must meet or exceed these requirements
to be considered for award. Any exceptions or qualifications to the requirements listed should be
clearly detailed in the proposal. Proposed firms shall:
Page 8
Page 888 of 1053
A. Have extensive experience in providing services similar to those specified in this
RFP.
B. Firm shall have successfully performed services of similar scope with other public,
quasi -public, or private organizations.
C. Have knowledge of and comply with all currently applicable, and as they become
enacted during the Agreement term, federal, state, and local laws, statutes, ordinances,
rules, and regulations. All laws of the State of Iowa, whether substantive or procedural,
shall apply to this RFP and the Agreement, and all statutory, charter, and ordinance
provisions and policies that are applicable to public contracts in the City shall be followed
with respect to this RFP and the Agreement.
D. Experience with municipal and city governments.
E. Have the capacity and resources to acquire or provide all insurances and other
financial commitments as outlined in the terms of this RFP, the proposal, and the
Agreement.
F. Have the capacity and resources to provide all other services and meet all other
obligations of the firm in the Agreement.
G. Have appropriate material, equipment, and labor to perform specified services
under the Agreement.
Proposal Response Form
Provide a completed Proposal Response Form found in Appendix B.
Profile of Firm — Background and Qualifications
Provide a profile of the firm and describe its legal structure, principal officers, and organizational
structure. The proposer must identify and distinguish between its own experience and
qualifications and that of any parent entity, predecessor, or subsidiary of the proposer, whether
wholly -owned or partially -owned.
A. Provide an overview of the firm's profile.
B. Provide short biographical information of key executive personnel and staff,
including any subcontractors firm proposes to be assigned to execute the terms of the
Agreement. Provide short biographical information on key personnel and principals of the
firm that would oversee FF assigned personnel and whether such involvement will be on
a fully informed daily basis or in an advisory capacity. Include the resume(s) of the
proposed on -site general manager or the candidates for the general manager position.
Resume(s) should describe each person's qualifications and experience with managing
and marketing public assembly facilities. The response should include provisions ensuring
that the selected on -site general manager will not relocate to another facility or
responsibility other than FF until a minimum period of time has elapsed.
C. Provide firm's affirmative action plan and diversity, equity, and inclusion plan.
D. To protect the City from the sudden loss of managerial services, management shall
ensure that there is at least one other manager on FF staff who is thoroughly familiar with
the management and operation of the facilities and associated issues and processes, who
could capably serve in an interim capacity as the general manager of FF.
E. Provide audited and certified financial statements for the firm's last three years of
operation. If the proposer is a joint venture, a copy of the joint venture agreement must be
submitted for each party. (Not included in page count and provided as a .pdf file(s)
Page 9
Page 889 of 1053
submitted electronically as outlined and labelled "(firm name) Audited and Certified
Financial Statements").
F. Provide a complete and detailed history of the firm's facility management
experience for the last five years. Information provided should include a description of
services provided, examples of successful operational strategies for civic and events
centers and historic theaters, and the term of the management contract, with particular
attention to:
1. Specific, quantifiable measure of success at other facilities managed by the
firm, with particular emphasis on civic centers and historic theaters that are in
communities of a comparable size to Dubuque located in the Midwest.
2. Specific expertise gained from past management experiences relevant to
future FF operations.
G. Provide an explanation of firm's experience in working with public entities or other
entities that operate and market facilities for a public entity, including cooperative efforts,
philosophy, and results.
H. Provide general information about the firm including but not limited to corporate
headquarters, age of the firm, firm history, annual revenues, number of employees, and
brief description of firm, along with its area of expertise and experience as it relates to this
RFP. Describe the experience and success of the firm in performing similar operations
management services. State the location(s) of the office(s) from where the supervision of
the management services will be performed.
I. Proposers shall demonstrate the financial capacity necessary for the City to assess
the viability of the proposer to enter into and to provide the services at the level anticipated
in this RFP, or higher, as well as any action with respect to a contemplated sale, act of
receivership or reorganization of the proposer or any subsidiary that is, or has previously
been, engaged in delivery of the services contemplated in this RFP.
J. Discuss the firm's ability to integrate this operations, management, and marketing
services contract into its present workload. Include a statement to specify if the firm
currently has the capacity to undertake the operations management services or whether
it intends to hire additional staff or partner with subcontractors.
K. It is the sole responsibility of the successful proposer to ensure adherence to all
applicable local, state and federal wage and labor laws and employment eligibility
requirements.
Current and Former Management Contracts/Agreements
A. Information on four (4) comparable and relevant government owned, managed facilities
the firm has managed in the last ten (10) years. If not government owned, explain facility(ies)
applicability.
• Facility Name
• Physical Address
• Type of facility (e.g. civic center, theater)
• Relevant descriptive facility information including gross square footage and net square
feet of spaces, etc.
• Extent of responsibilities
• Discuss what specific, quantifiable measures of success have been achieved through your
company's services in operations management of the venue
• Dates of management
Page 10
Page 890 of 1053
• Reference including contract administrator name, title, phone number, email, and address
that can attest to firm's performance
B. Information on any relevant facilities which the firm has managed within the past ten years
and now no longer manage other than those lost in a competitive process.
C. Provide a comprehensive list of contracts/agreements that have not been renewed with
the proposer within the last five years. Include name, physical address, and type of facility, in
addition to the name, title, address, and telephone number of the client contact or contract
administrator.
D. Disclose any management services agreement terminated, with or without cause, or not
renewed by a public or private entity for management and operations of any civic or community
center within the past five (5) years, together with the reasons for termination or non -renewal.
Scope of Services
Describe the means, methodology, and/or strategy by which the firm would satisfy the scope of
services as listed in Section 4.0 and meet the goals and objectives in Section 3.0.
Include a basic work plan for each strategy that delineates the firm's approach to the operations
management services using the outline below. The work plan, at a minimum, should include those
components outlined in Section 4.0 of this RFP. The firm should indicate in the work plan any
aspects that are proposed to be the responsibility of City staff.
Highlight any parts of the work plan that will reflect the firm's unique philosophy, insight, or
expertise regarding its approach to this operations management services and how this approach
positively impacts successful operations management services at FF. This is the firm's
opportunity to convey ideas and concepts with respect to the goals, objectives, and scope outlined
in the Scope of Services.
A. Management Plan
Describe your overall philosophy on how FF should be managed, operated, and
marketed.
2. Provide information on:
a. Employee/employer relationships and the proposed management structure
for FF;
b. How the management team will report to the firm's corporate offices and to
the City;
C. How the firm expects to interact with the City; and
d. How the firm's departmental functions, including executive/administration,
marketing/public relations, operations/event services and finance/information
services would report to the City.
3. Provide an organizational chart denoting any departments, divisions, senior
management positions, and supporting positions within each management and operating
department or division anticipated to provide on -site, day-to-day services associated with
FF.
Page 11
Page 891 of 1053
4. Provide a suggested staff and organizational chart for that would reflect the
proposed operating structure for FF listing positions, functions, and responsibilities for the
operation locally of FF.
5. Provide resumes of key personnel and principals of the firm that will be involved in
the management of FF and whether such involvement will be on a fully -informed, daily
basis, or in an advisory capacity. Include years of experience with the firm, years of
experience in the industry, educational background, and relevant industry licensure,
certifications, and affiliations. Distinguish between project experience with the firm and
experience with other companies.
6. If applicable, describe whether the firm is open to engaging, as employees or
independent contractors, current management company employees working at FF,
provided such personnel are mutually satisfactory to all parties. Provide examples, if any,
of past employee transitions experiences and ways to address potential challenges (such
as preserving benefits/pensions of former employees whom the firm has engaged under
similar transitions from private -to -private operations at other facilities).
B. Marketing Plan Philosophy
1. Discuss proposed marketing and promotional concepts that will further the goals
and objectives of FF while also maximizing the benefits to the Dubuque area. This should
include the firm's approach to co -promoting events and creating new events and activities
with, for example, Five Flags Civic Center or Travel Dubuque.
2. Explain how your firm's network and relationships with event/meeting planners
and/or promoters with venue networks will maximize bookings and programming
opportunities. Describe any opportunities that may be available to the City in the event the
firm operates or promotes other venues in the region.
3. Describe in general the proposed approach to booking, scheduling, promoting,
advertising, and marketing events at FF, including booking and scheduling events with
outside event planners, promoters, event coordinators, meeting planners, and local
events. This should include working with the City and local stakeholders. Include specific
examples from other, similar venues of the firm's ability to attract, book, and schedule
similar events and activities, including examples of networking among the proposer's
clients or other means used to enhance bookings and programming.
C. Operations Plan
1. Provide a description of the policies and proposed methods of providing the
following management services for FF. Include a discussion of providing these services
in-house or by contracting with an outside party, as well as a discussion of the firm's
approach for dealing with existing agreements.
a. Event Set-up and Tear -Down - the labor, equipment, and materials
required to timely and adequately set-up and breakdown all events utilizing FF.
b. Event Services - all services such as cleaning, business services,
electrical, carpentry, and plumbing required for a successful event.
C. Site Maintenance and Engineering - all maintenance and engineering and
Page 12
Page 892 of 1053
operations management services required to guarantee a safe and well -
maintained facility and efficient operation of FF. Describe the upkeep and
preventative maintenance plan for FF.
d. Security - all security services needed to keep FF and surrounding grounds
safe for visitors and in compliance with all laws.
e. Custodial Services - the labor and maintenance required to clean and
service all areas of FF.
f. Technology, Lights, and Audio/Visual (as outlined in section 4.OA of this
RFP) - all technology services required for a successful event and day-to-day
technology operations, including but not limited to events, computer and
audio/visual support.
2. Identify those services intended to be contracted out and identify how local,
certified minority and women -owned businesses have been used in other facilities under
the management of the proposing firm to provide services, supplies and materials for the
facilities, and what general plans the proposer would have in terms of doing the same in
Dubuque. This summary should include any requirements that may have been placed on
firms with whom the proposer has contracted for services regarding their use of local
minority and women -owned businesses and subcontractors.
D. Transition Plan (if applicable)
Describe steps and timing of a transition plan should the firm be chosen.
E. Financial Plan
1. Provide a strategy for minimizing the annual operating expenses and maximizing
the annual operating revenues of FF.
2. Develop a budget for the first full year of operations under contract for FF. Include
a detailed description of all expenses and revenues, by line item, and provide an
explanation of how each line item was developed and the assumptions used. The
management fee, if any, paid to your firm should be included as a separate line -item
expense.
3. Develop a three-year operating budget for FF. All revenues and expenses should
be listed, by line item, along with all relevant assumptions used. The management fee, if
any, paid to your entity should be included as a separate line -item expense. Provide
examples of management reports that will be submitted to the City monthly detailing
profits/losses, financial and surcharge details and any other significant financial activity
from the previous month. These specific examples are not included in the page count of
the proposal.
4. Understanding that the City will be financially responsible for, and have the final
approval of capital improvements, provide a description of the firm's role in identifying and
prioritizing capital improvements, including approval, billing, purchasing, and letting of
contracts.
5. Describe the firm's approach to annual fundraising to help sustain operations of
FF, including potential naming rights (not FF building itself), operating and programming
Page 13
Page 893 of 1053
sponsorships, pouring rights, and any other contractually obligated income ("COI").
Provide examples of past success with fundraising at other, similar venues.
F. Compensation Proposal
It is the City's desire to obtain compensation proposals related to the management of FF.
Provide a proposal the firm may be willing to enter into if selected. Proposals may include:
Base and Incentive Fee Structure — the selected firm would receive a base fee and
potential incentive fee in exchange for operating FF while all operating revenues and
expenses would be allocated to the City, please describe.
Describe the nature and amount of the financial resources that would be committed by the
firm to enhance the likelihood of the successful operation and management of FF. All
compensation proposals must comply with applicable IRS regulations to protect the tax-
exempt status of the City's outstanding and to be issued bonds.
At a minimum, the proposal shall address the following:
a. Base Fee - the amount of the annual fee for management services, if any.
b. Incentive Fee(s) - identify the standards that will be used to determine the
amount of the incentive fee. Be advised that the City is interested in incentives that
balance the need for: (i) minimizing operating deficits; (ii) maximizing the attraction
of non -local, economic impact generating events; and (iii) maintaining high
standards of physical products and service quality.
C. Capital Investments - identify areas in which the proposer will invest in
additional fixtures, equipment, or other aspects of FF.
d. Incidental Expenses — identify any incidental expenses that would be paid
out of pocket by the city for items such as relocation or travel expenses indicating
the proposed expenses are one-time or recurring.
Other compensation proposals would be accepted for consideration.
Understandina of Final Aareement Terms
The firm should provide a statement that indicates it has read and understands Appendix D — City
of Dubuque Contract Terms and Conditions (the "Contract Terms and Conditions") and agrees to
include the clauses that are listed in Appendix D in the final Agreement. Any exceptions to the
Contract Terms and Conditions by the firm must be clearly stated in the submitted Proposal.
Insurance Requirements
The firm should provide a statement indicating that they are able to meet the City's insurance
requirements for professional services. (See attached Insurance Schedule J — Appendix E.)
Submittal of insurance documents as part of this RFP are not required.
Litigation and Dispute Disclosure
Indicate and disclose all lawsuits, including claims involving arbitration or other alternative dispute
resolution mechanisms, filed against the proposer and any affiliates within the past five years of
Page 14
Page 894 of 1053
the date of this RFP. Notwithstanding the above disclosure requirement, the proposer is not
required to include the following claims:
• Personal injury suits resolved for amounts less than $100,000 filed by visitors, guests,
invitees, licensees, or trespassers at or upon the real properties owned, leased, operated,
or managed by the proposer or its affiliates.
• Workers' compensation claims filed by employees of the proposer or its affiliates.
• Mechanics, supplier, or material liens of less than $5,000; and
• Real property tax appeals.
Among the types of lawsuits that are expected to be disclosed are sexual harassment claims; age
discrimination claims; other claims involving protected classes such as race, national origin,
gender, gender identity, or sexual orientation; breach of contract claims; and claims involving
violations of collective bargaining agreements.
Proposed Schedule/Timeline
Provide a detailed schedule for the operations management services, including transition (if
applicable) and the new management agreement. Outline tasks for all components outlined in the
RFP, including the time durations and estimated completion dates for each major component of
the proposed scope of services. Clearly define work tasks expected of the City. The schedule
should list all deliverables that are required throughout.
Financial Package, Fees, Compensation Must be in a separate .pdf submission named "(firm
name) Management Services Financial Proposal". Provide a financial package, fees, or
proposed fixed costs, plus reimbursable expenses budget for the requested scope of services
as well as breakdown costs provided as necessary to understand the financial proposal
package.
A proposed agreement for operations management services must be included in a separate
submittal. Note, however, that this draft agreement will not be legally binding, and all terms and
conditions are subject to review, modification, and approval by the City. The proposed
management agreement is not included in the page count for proposed submission. Include the
"(firm name) Audited and Certified Financial Statement" file that contains only the audited and
certified financial statements.
6.0 RFP TIMELINE, QUESTIONS, AND ANSWERS
Timeline
The following dates are provided for information purposes and are subject to change without
notice. Contact the Contract Administrator to confirm any and all dates.
RFP issued: January 16, 2025
Pre -proposal conference: January 29, 2025, 1:00 p.m. CST
Deadline for requests, questions and technical info via email (NOTE:
Firms encouraged to email before this deadline): February 03, 2025, 2:00
pm CST
Addenda (if any) issued by: February 06, 2025, 4:00 p.m. CST
Sealed Proposals due: February 13, 2025, 10:00 a.m. CST
Interviews and negotiations: February — April 2025
Recommendation to and City Council approval: April 7 or 21, 2025
Page 15
Page 895 of 1053
Questions and Answers
All information requests, questions, and technical information shall be directed to the City's
Contract Administrator as detailed below. From the date of issuance of this RFP until final City
action of an approved agreement, the firm shall not discuss the RFP with or contact any City of
Dubuque employee or any member of the Selection Committee or the current management firm
ASM Global and any of its employees or representatives except as expressly authorized by the
City's Contract Administrator. Violation of this restriction will be considered grounds for
disqualification of the firm's proposal. Contact with any City of Dubuque employees, any member
of the Selection Committee, or the current management firm ASM Global and any of its employees
or representatives on other matters not related to FF RFP and RFP process is allowed.
The Selection Committee has members from Travel Dubuque, the City Attorney and City
Manager's office, the Budget and Finance Department, and the Contract Administrator.
The City has used considerable efforts to ensure an accurate representation of information in this
RFP. Each firm is urged to conduct its own investigations into the material facts provided.
No answers given in response to questions submitted shall be considered a part of this RFP
unless released in writing (letter or email) as an officially numbered and titled addendum to the
RFP by the City of Dubuque.
Non -Mandatory Pre -Proposal Conference: A pre -proposal conference will be held on January
29, 2025, at 1:00 p.m. at FF Majestic Room and will include a tour of the facility and grounds.
Email the City's Contract Administrator to receive an invitation. All firms are HIGHLY encouraged
to attend for clarification of the requirements and knowledge of the facility.
Any questions concerning this RFP must be received on or before 2:00 p.m. CST on
February 03, 2025. Any inquiries received after this date will not be answered. When submitting
a question to the Contract Administrator, please include the appropriate contact information for
the firm. All questions sent in an email must include FF RFP Question in the subject line.
It is the intent of the City that this RFP promotes competition. It shall be the firm's responsibility
to advise the City's Contract Administrator of any language, requirement, or combination thereof
which the firm believes restricts or limits the requirements stated in this RFP to a single source.
Such notification must be submitted in writing and must be received by the Contract Administrator
not later than five (5) working days prior to the bid closing date. Any failure to notify the City's
Contract Administrator as outlined above shall be considered a waiver of any such objection.
Confidentiality of Documents
Except with the City's approval, proposer shall not, directly or indirectly, disclose, divulge, or
communicate to any person, firm, or corporation, other than the City or its designated
representatives, or as required by law, any non-public information which it may have obtained
during the proposal process concerning any matter relating to the scope of services or the regular
business of the City.
By submitting a proposal, the vendor is providing a guarantee to the City that, if chosen, it will be
able to provide the proposed products and services. Upon submission, all proposals shall be
treated as confidential documents until the selection process is completed. All proposals and
Page 16
Page 896 of 1053
supporting documents become public information after an award has been made and are
available for public inspection by the general public in accordance with State of Iowa public
records statutes. Vendors shall give specific attention to clearly identify those portions of
its response that it considers confidential, proprietary commercial information or trade
secrets. Respondents are advised that, upon request for this information from a third party, the
City is required to make a determination whether the information can be disclosed.
In general, documents that are submitted as part of the response to this RFP will become public
records and will be subject to public disclosure. If the firm follows the procedures prescribed by
those statutes and designates a document "confidential" or "trade secret", the City will withhold
the document from public disclosures to the extent that it is entitled or required to do so by
applicable law.
If the City determines that a document that the firm has designated "confidential" or "trade secret"
is not entitled to protection from public disclosure, the City will provide notice of that determination
to the contact person designated by the firm, in any reasonable manner that the City can provide
such notice, at least five business days prior to the public disclosure of the document. If the firm
does not designate anyone to receive such notice the City will not have any obligation to provide
any notice of a determination of non -confidentiality. If the firm does not designate anyone to
receive such notice, or if, within five business days after the City provides notice to the designated
person, the firm does not initiate judicial proceedings to protect the confidentiality of the document,
the City will not have any obligation to withhold the document from public disclosure.
By submitting to the City a document that the firm designates as "confidential" or "trade secret",
the firm agrees that in the event a third party brings any action against the City or any of its
officials, employees, agents, or volunteers to obtain disclosure of the document, the firm will
indemnify and hold harmless the City and its affected officials, employees, agents, and volunteers
from any and all costs, including attorney's fees, incurred by or assessed against any such person.
The firm also agrees that, at the City's request, the firm will intervene in any such action and
assume all responsibility for defending against it, and the firm's failure to do so will relieve the City
of all further obligations to protect the confidentiality of the document.
Contract Requirements
At any time during the selection process or afterward until the Agreement is negotiated and
signed, the City reserves the right to terminate the process. The Agreement will be negotiated
with the most responsible and responsive proposer whose proposal meets the needs of the City
to the best degree as outlined in this RFP. The initial term of the Agreement should be assumed
to be five (5) years. Ultimately, the term of the Agreement shall be determined through
negotiations and mutual agreement of the parties. The City reserves the right to add to or delete
any item from this RFP when deemed to be in the best interest of the City.
No proposer shall assign its proposal or any right or obligation thereunder without the prior written
consent of the City. Prices quoted in the proposal shall include any and all associated costs. All
taxes of any kind or character payable on account of the work done and materials furnished under
the Agreement shall be paid by the proposer and shall be deemed to be included in costs
contained in the proposal. Proposal prices shall include all royalties and costs arising from
patents, trademarks, and copyrights in any involved in the work. Whenever the proposer is
required or desires to use any design, device, material, or process covered by letters of patent or
copyright, the proposer shall indemnify and hold harmless the City, its officers, agents or
Page 17
Page 897 of 1053
employees from any and all claims for infringement by reason of the use of any such patented
design, tool, material, equipment or process, to be performed under the award/contract, and shall
indemnify the City, its officers, agents, employees, and volunteers for any costs, including
litigation costs and attorney's fees through the appellate process, expenses, and damages which
may be incurred by reason of any infringement claim, whether during or after the term of the
Agreement.
Any contract resulting from this RFP may be canceled by the City in whole or in part by written
notice of default to the proposer upon non-performance or violation of contract terms, including
the failure of the proposer to deliver materials or services within the time stipulated in this
specification, unless extended in writing by the City. In the event a contract is canceled because
of the default of the proposer, the City may (a) purchase the services specified in this specification
on the open market, or (b) negotiate a contract with another proposer and establish the period of
such contract.
Immediately after the notice of award, the winning proposer and its senior management shall
begin planning in conjunction with City staff to ensure fulfillment of all obligations. Proposer will
be expected to provide professional coordination services upon execution of the Agreement, the
expenses of which will be borne by proposer. Proposer will be expected to attend meetings as
required by the City or its designee to assist in transitions (if any).
Contract Administrator contact information is as follows:
Marie L. Ware
Leisure Services Director
City of Dubuque
Leisure Services Department
1157 Central Avenue
Dubuque, IA 52001-5016
Phone: 563.589.4264
E-mail: mware(o)-cityofdubugue.org
7_0 SUBMISSION REQUIREMENTS
Before submitting a proposal, each firm shall make all investigations and examinations necessary
to ascertain site conditions and requirements affecting the full performance of the Agreement and
to verify any representation made by the City upon which the firm will rely.
PROPOSAL SUBMITTAL INFORMATION
■ Submittal Deadline: February 13, 2025 10:00 a.m. CST
■ Digital Submittal Location:
https://cityofdubugue.sharefile.com/r-rde2a8dfc9650446780bd015dc9773067
Submittal Copies: One (1) .pdf file each of
o (firm name) Management Services Proposal (page limit below)
o (firm name) Proposal Response Form (Appendix B)
o (firm name) Proposed Management Agreement
o (firm name) Audited & Certified Financial Statements
o (firm name) Management Services Financial Proposal
Page 18
Page 898 of 1053
The proposal should be prepared simply, providing a straight -forward, concise description of the
firm's capabilities to satisfy the requirements of the RFP.
Initial screening will be completed without knowing the firm's proposed financial package, fees
and compensation, the proposed agreement, or audited certified financial statements.
Submitted Management Services Proposals must be uploaded in electronic .pdf format to the
ShareFile link provided. No physical, faxed, or e-mail proposals will be accepted. The proposal
must be a document of not more than sixty (60) numbered, 8-1/2 x 11-inch pages, except for the
transitions schedule, if any, which may be presented in 11 x 17-inch format. The page count does
not include the letter of transmittal, the Proposed Management Agreement, the Proposal
Response Form (Appendix B), the Audited and Certified Financial Statements, or the
Management Services Financial Proposal. The smallest typeface shall not be less than 11 points.
Proposals should not include any pre-printed or promotional materials. Any proposals
exceeding 60 numbered pages will not be considered.
The City of Dubuque reserves the right to reject any and all proposals and to negotiate changes
with any firm.
Each addendum must be acknowledged in the Proposal Response Form (Appendix B) by
providing the addendum date and number. Failure to acknowledge each addendum may be
considered grounds for disqualification and may affect the selection. It is solely the firm's
responsibility to ensure that all addendums to this RFP have been received before submitting the
proposal.
The proposal .pdf document shall have a signature by an officer of the firm who is authorized to
legally bind the firm to its provisions and marked as such. Proposals are to contain a statement
indicating the period during which the proposal will remain valid. A period of not less than one
hundred twenty (120) calendar days from the proposal closing date is required. Failure to comply
with the above requirements shall be considered grounds for disqualification.
Each firm assumes full responsibility for delivery of the completed proposal package on or before
the deadline. Any proposal received after the submittal deadline will not be opened or considered.
The City is not responsible for any technology issue, loss or delay with respect to submission of
the proposals. Firms may verify submission status of receipt of electronic documents (.pdfs) by
contacting Leisure Services Lead Administrative Assistant Angie Metcalf at
mmetcalf(@cityofdubugue.org or 563-589-4262.
The City is not liable for any costs incurred by any firm prior to the execution of the Agreement.
All results and documents from this RFP process will remain the property of the City of Dubuque.
The City of Dubuque appreciates your time and consideration of this RFP.
Sincerely,
Marie L. Ware
Lesiure Services Director
City of Dubuque
Page 19
Page 899 of 1053
8.0 SELECTED FIRM - FEE NEGOTIATION PROCESS
Upon the completion of the firm short list evaluation (Appendix A), the RFP Selection Committee
will recommend to the City Manager the highest ranked firm and request authority to negotiate
with the recommended firm a final scope of services, fees, and financial arrangements. The scope
of services in this RFP is preliminary and may be revised during the selection and negotiation
process. The negotiated agreement will be reviewed by the City Manager, signed by the firm,
presented to the City Council for approval, and, if approved, executed by the Mayor.
The City intends to award a contract to one provider to provide these services. The City will enter
into an agreement which it determines, after evaluation of all accepted proposals, to be most
favorable for the City. The City may not necessarily accept the lowest cost proposal and may, in
its sole discretion, accept any proposal and may waive any minor informality or irregularity in
proposals received. The City reserves the right to select a firm and make an award to the provider
determined to be the most advantageous and beneficial to the City based on the City's evaluation
criteria, or to make no award at all. The City anticipates that negotiations will be necessary;
however, the City reserves the right to make an award without negotiations.
The intent is to enter in an agreement with the qualified firm with the highest scoring proposal.
Notwithstanding the foregoing, the City reserves the right to award the Agreement to a qualified
firm other than the one with the most points, if, in the City's opinion, another firm's proposal offers
the best value for the products and services requested, taking into consideration the evaluation
criteria of the RFP.
The City reserves the right to request clarification of the proposals without becoming obligated to
offer the same opportunity to any other qualified firms. The Selection Committee may consider
such clarifications in evaluating a proposal. A request for clarification will not entitle a firm to
revise, resubmit, alter, or amend its Proposal.
For the purposes of proposal evaluations, the Selection Committee may consider any or all of the
information received from qualified firms pursuant to the RFP, as well as the City's knowledge of,
and past experience with, the firm or its officers or employees.
The City reserves the rights to:
• Revise or extend this schedule at its sole option.
• Conduct pre -award discussion and/or pre -award contract negotiations with any or all
responsive and responsible proposers who submit proposals determined to be reasonably
acceptable to the City; conduct interviews or require presentations of any or all proposers
prior to selection; and make investigations of the qualifications of proposers as it deems
appropriate, including but not limited to, a background investigation conducted by the
Dubuque Police Department or any other law enforcement agency.
• Request that proposer(s) modify its proposal to more fully meet the needs of the City or to
furnish additional information as the City may reasonably require.
• In its sole discretion, expand or reduce the criteria upon which it bases its final decisions
regarding selection of a professional management operator for FF. The City reserves the
right to reject any or all proposals or parts of proposals, to negotiate modifications of
proposals submitted, and to negotiate specific proposal elements with a proposer into a
project of lesser or greater magnitude than described in this RFP or the proposer's reply.
• Process the selection of the successful Proposer without further discussion.
• The City shall be the sole judge of proposers' qualifications and reserves the right to verify
all information submitted by the proposers.
Page 20
Page 900 of 1053
A detailed schedule for the operations management services including transition (if applicable)
and the new management agreement will be finalized. An outline of tasks, goals, scope, time
durations, and estimated completion dates for each major component of the proposed scope of
work will be established. The firm shall indicate the work tasks that will be completed by City staff.
The schedule should list all deliverables that are required throughout.
The City and the firm will meet and establish the final scope of services for the project as
negotiated by joint revision of tasks in order to best meet the goals and objectives of the City while
considering available funding (if appropriate). During the negotiation process, tasks to be
completed by City staff, work reassignment to proposal and management services team
members, and the addition or elimination of tasks may be modified in order to achieve the best
overall results for the City.
The selected firm shall be responsible for updating all tasks to reflect any changes that were
agreed to during negotiations. After the final scope of services has been determined and the tasks
finalized, the firm shall incorporate the tasks into the agreement documents being prepared for
signature.
Payment for Services: The firm awarded the agreement shall have negotiated financial
arrangements outlined in the Agreement.
Page 21
Page 901 of 1053
Appendix A
FIRM EVALUATION AND SELECTION PROCESS
INITIAL EVALUATION CRITERIA
Proposals will be screened to ensure that they meet the minimum and mandatory requirements
of the proposal as outlined in Section 5.0. Proposals that do not meet minimum and mandatory
requirements will be rejected without further consideration. A selection committee will review and
score qualifying proposals using the established criteria below and select firms for placement on
the firm short-list for operations management services. The criteria listed are not necessarily an
all-inclusive list. Initial screenings will be done without knowing the firm's proposed fee for services
and other items in the Management Services Financial Proposal envelope. The following criteria
are among those that will be used to initially evaluate submitted proposals.
Maximum Points
Evaluation Criteria
50
Firm and Operations Management Experience
Firm experience
Proposed staff qualifications and experience
Operations management experience with civic and events facilities of
similar or larger size and scope
Events management experience
Prior experience with government entities
Prior experience similar marketplaces
Experience working with affiliated companies, joint ventures, or
subcontractors (if proposed)
45
Proposed Management Strategy/Plan Meets Goals, Objective,
Scope, and Requirements Outlined in RFP
Organization/management approach
Capacity to assume new business and improve existing business
Demonstrated approach and understanding of goals, objectives, and
scope outlined
Quality and completeness of proposal
Proposed timelines and schedule
5
MBE/WBE, Equity, and Sustainability Incorporation into Proposal
100 points
TOTAL
Page 22
Page 902 of 1053
SHORT-LIST EVALUATION CRITERIA
A selection committee will interview the short-listed firms chosen after the initial evaluation criteria
scoring. The committee may choose to interview one, all, or any combination of firms on the short
list. The interview is a very important part of the selection process. Both the original submitted
proposal, and the results of the firm interview will be used to select the final firm for the
management services to begin negotiations.
Maximum Points I Evaluation Criteria
40 Firm and Operations Management Experience
Firm experience
Proven community relationships as outlined in RFP
Operations management experience with civic and events facilities of
similar or larger size and scope
Specialized expertise, capabilities and technical competence
demonstrated in approach and methodology meeting goals and
objectives
40 Cost/Financial
Demonstrated financial stability and capability
Demonstrated ability to assemble necessary supports for
management, operations, and marketing
Sales, marketing, and operations successes
Long term sustainable financial strategy including plan to reduce
subsidy
Financial package proposed
40 Proposed Management Strategy/Plan Meets Goals and
Requirements Outlined in RFP
Organization/management approach
Capacity to assume new business and improve existing business
Demonstrated approach and understanding of goals, objectives, and
scope outlined
Quality and completeness of proposal
Professional expertise & abilities of management team proposed
Relationship with industry partners
Proposed timelines and schedule
20 Results of Interview Process
20 References
Proven track record in operations management
Proven relationships and interaction with Contract Administrator
10 MBE/WBE, Equity, and Sustainability Incorporation into Proposal
170 points TOTAL
The City reserves the right to review and update weighting of the criteria after the initial evaluation
is complete and prior to interviews beginning.
Page 23
Page 903 of 1053
Appendix B
PROPOSAL RESPONSE FORM
Request for Proposals for Operations Management Services for Five Flags Civic Center, Dubuque,
Iowa
The undersigned, on behalf of the firm, certifies that: (1) this offer is made without previous understanding,
agreement, or connection with any person, firm, or corporation submitting a proposal on the same project; (2) is in all
respects fair and without collusion or fraud; (3) the person whose signature appears below is legally empowered to
bind the firm in whose name the proposal is submitted; (4) they have read the complete Request for Proposal and
understand all provisions; (5) if accepted by the City, this proposal is guaranteed as written and amended and will be
implemented as stated; and (6) mistakes in the submitted proposal will be the firm's responsibility.
NAME
DBA/SAME
CONTACT
ADDRESS CITY/STATE ZIP
PHONE EMAIL
STATE OF INCORPORATION
COMPANY WEBSITE ADDRESS
NUMBER OF LOCATIONS NUMBER OF PERSONS EMPLOYED
TYPE OF ORGANIZATION: Public Corporation _ Private Corporation _ Sole Proprietorship
Partnership Joint Venture Other (Describe):
BUSINESS MODEL: Small Business Manufacturer Distributor Retail
Dealer Other (Describe):
Not a Minority -Owned Business: Minority -Owned Business: (Specify Below)
_African American _ Asian Pacific _ Subcontinent Asian _ Hispanic _Native American
Other - Please specify
Not a Woman -Owned Business: Woman -Owned Business: (Specify Below)
_Not Minority -Woman Owned _ African American -Woman Owned
_Asian Pacific -Woman Owned_ Subcontinent Asian -Woman Owned _Hispanic Woman Owned
_Native American -Woman Owned _Other — Woman Owned — Please specify
ARE YOU REGISTERED TO DO BUSINESS IN THE STATE OF IOWA: Yes No
ACKNOWLEDGE RECEIPT OF ADDENDA: All addenda are posted to the City's RFQ/RFP web page
and it is the proposer's responsibility to check and confirm all addendum(s) related to this document.
NO. , DATED ; NO. , DATED ; NO. , DATED
In submitting a proposal, the firm acknowledges all requirements, terms, conditions, and sections of this
RFP document. Proposal submission format should be by order in which sections are listed throughout
the document. All minimum and general requirements should be specifically addressed and detailed in
firm's response. Exceptions to any part of this document should be clearly delineated and detailed.
Signature
Title
Date
Page 904 of 1053
Appendix C
RFP RULES AND PROTEST PROCEDURE
MINOR IRREGULARITIES
The City reserves the right to waive minor irregularities in submitted proposals, provided such
action is in the best interest of the City. Minor irregularities are defined as those that, in the City's
sole discretion, have no adverse effect on the City's best interests and will not affect the outcome
of the selection process by giving the prospective firm an advantage or benefit not enjoyed by
other prospective firms.
EXCEPTIONS
Proposer exceptions to any part of the requirements stated in this RFP must be clearly identified
as exceptions, noted in the letter of transmittal, and described in the submitted cost estimate.
RANKING OF THE PROPOSALS
No debriefings or scoring information shall be released before the City Manager or City Council
has recommended that a contract be negotiated with the recommended firm. However, after
authorization has been granted to negotiate a contract, all contents of the submitted proposals
shall become public information (subject to the confidentiality provisions described in this RFP).
DEFINITIONS
For purposes of this RFP, the words "shall", "must", and "will" are equivalent and indicate a
mandatory requirement or condition, the material deviation from which shall not be waived by the
City. A deviation is material if, in the City's sole discretion, the deficient response is not in
substantial accord with this RFP's mandatory conditions requirements.
For purposes of this RFP, the words "should" or "may" are equivalent and indicate desirable
conditions or requirements which are permissive in nature. Deviation from, or omission of, such
a desirable condition or requirement will not, in and of itself, cause automatic rejection of a
proposal, but it may result in the proposal being considered as not being in the best interests of
the City.
DISPUTES/EXCEPTIONS
Any prospective proposer who disputes the reasonableness or appropriateness of any item within
this RFP, any addendum to this RFP, any notice of award, or any notice of rejection shall set forth
the specific reasons and facts concerning the dispute, in writing, within five (5) business days of
the receipt of the proposal document or notification from the City. The written dispute shall be
sent via certified mail or delivered in person to the Contract Administrator described herein, who
shall review the written dispute and work with the City Manager to render a decision which shall
be considered final.
25
Page 905 of 1053
Appendix D
CITY OF DUBUQUE STANDARD TERMS AND CONDITIONS
TAX-EXEMPT BONDS - FF is financed with tax-exempt bonds. Additional tax-exempt bonds may
be issued in the future to finance additions or improvements to FF. Thus, the final agreement
between the City and a selected firm for operations management services must comply with
federal tax laws that apply to the use of facilities financed with tax-exempt bonds. Proposers must
ensure that their proposals are in full compliance with IRS guidelines and federal tax laws
governing private business use of facilities financed with tax-exempt bonds. Proposers are
expected to adhere to requirements found in Revenue Procedure 2017-13, and proposals should
include an opinion from bond counsel that the proposal adheres to IRS Revenue Procedure 2017-
13.
ASSIGNMENT - The City and the firm each are hereby bound and the partners, successors,
executors, administrators, and legal representatives of the City and the firm are hereby bound to
the other party to the Agreement and to the partners, successors, executors, administrators, and
legal representatives (and said assigns) of such other party, in respect of all covenants,
agreements and obligations of the Agreement. Any assignment or attempt at assignment made
without prior written consent of the City shall be voidable at the City's option.
PROPOSAL CURRENCY/LANGUAGE - All proposal prices and financial terms shall be shown
in US Dollars ($). All prices must remain firm for the duration of the Agreement regardless of the
exchange rate. All responses must be submitted in English.
PROPOSAL FORM - Each proposer must submit an original proposal and additional copies as
required on the forms attached. The proposer shall correctly sign the proposal, and the proposal
may be rejected if it shows any omissions, alterations of the form, additions not called for in the
proposal, or any irregularities of any kind.
PROPOSAL REJECTION OR PARTIAL ACCEPTANCE - The City reserves the right to accept
or reject any or all proposals or parts thereof. The City further reserves the right to waive
technicalities and formalities in proposals, as well as to accept in whole or in part such proposals
where it is deemed advisable in protection of the best interests of the City.
CONFLICT OF INTEREST - The firm represents, warrants, and covenants that no relationship
exists or will exist during the Agreement period between the firm and the City that is a conflict of
interest. No employee, officer, or agent of the firm shall participate in the selection or in the award
if a conflict of interest, real or apparent, exists. The provisions of Iowa Code Chapter. 68B shall
apply to the Agreement. If a conflict of interest is proven to the City, the City may terminate the
Agreement, and the firm shall be liable for any excess costs to the City as a result of the conflict
of interest. The firm shall establish safeguards to prevent employees, consultants, or members of
governing bodies from using their positions for purposes that are, or give the appearance of being,
motivated by the desire for private gain for themselves or others with whom they have family,
business, or other ties. The firm shall report any potential, real, or apparent conflict of interest to
the City.
CONTRACT DOCUMENTS — The Contract Documents are the Agreement, the Request for
Proposals, the firm's proposals, and additional documents, if any. In the event of a dispute with
respect to any term or condition in the Contract Documents, they shall be interpreted in the
following order: this Agreement, the Request for Proposals, the firm's proposals, and additional
documents, if any.
26
Page 906 of 1053
DISPUTES - Should any dispute arise with respect to the Agreement, the parties agree to act
immediately to resolve such disputes. Time is of the essence in the resolution of disputes. The
firm agrees that the existence of a dispute notwithstanding, it will continue without delay to carry
out all its responsibilities under the Agreement that are not affected by the dispute and the City
shall continue to make payment for all services properly performed as outlined in the Agreement.
Should the firm fail to continue to perform its responsibilities regarding all non -disputed work,
without delay, any additional costs incurred by the City or the firm as a result of such failure to
proceed shall be borne by the firm. The unintentionally delayed payment by the City to the firm of
any invoices not in dispute in accordance with the terms of the Agreement will not be cause for
firm to stop or delay performing the services required in the Agreement.
FORCE MAJEURE - Force majeure shall be any of the following events: acts of God or the public
enemy; compliance with any order, rule, regulation, decree, or request of any governmental
authority or agency or person purporting to act therefore; acts of war, public disorder, rebellion,
terrorism, or sabotage; floods, hurricanes, or other storms; strikes or labor disputes; or any other
cause, whether or not of the class or kind specifically named or referred to herein, not within the
reasonable control of the party affected. A delay in or failure of performance of either party shall
not constitute a default hereunder nor be the basis for, or give rise to, any claim for damages, if
and to the extent such delay or failure is caused by force majeure. The party who is prevented
from performing by force majeure shall be obligated, within a period not to exceed fourteen (14)
days after the occurrence or detection of any such event, to give notice to the other party setting
forth in reasonable detail the nature thereof and the anticipated extent of the delay and shall
remedy such cause as soon as reasonably possible, or as mutually agreed between the parties.
INDEMNIFICATION - To the fullest extent permitted by law, the firm shall indemnify and hold
harmless the City, its officials, employees, agents, and volunteers from and against all claims,
damages, losses, and expenses, including but not limited to attorneys' fees, arising out of or
resulting from performance of the Agreement, provided that such claim, damage, loss, or expense
is attributable to bodily injury, sickness, disease, death, or injury to or destruction of property,
including loss of use resulting therefrom, but only to the extent caused in whole or in part by any
act or omission of the firm, or anyone directly or indirectly employed by the firm or anyone for
whose acts the firm may be liable, regardless of whether or not such claim, damage, loss, or
expense is caused in part by a party indemnified hereunder.
LAWS AND REGULATIONS - The Agreement shall be governed, interpreted, and enforced in
accordance with all applicable federal, State of Iowa, and local laws, ordinances, licenses, and
regulations. The firm certifies that in performing the Agreement it will comply with all applicable
provisions of the federal, state, and local laws, ordinances, licenses, and regulations. Venue for
any action arising out of this Agreement shall be the Iowa District Court for Dubuque County,
Iowa, or the Federal District Court for the Northern District of Iowa, Eastern Division.
METHOD OF AWARDING - The City reserves the right to make awards based on the entire
proposal or on an item -by -item basis. However, if firm's proposal is based on an "all or none"
condition, the City may consider its bid non -responsive and reject the entire proposal.
NO GIFT STANDARD - The City of Dubuque is committed to upholding the highest ethical
standards in all its business practices. This standard recognizes the need to avoid even the
perception of improper gifts or favors to employees. Therefore, all suppliers have been asked to
abide by the City's "No Gift" standard. The "No Gift" standard also applies to all offers of discounts
27
Page 907 of 1053
or free items at any place of business targeted toward a City employee and not available to the
general public, regardless of the value.
NON -COLLUSION STATEMENT - Neither the firm, nor anyone in the employment of the firm,
has employed any person to solicit or procure the Agreement nor will the firm make any payment
or agreement for payment of any compensation in connection with the Agreement. There is no
contract, agreement, or arrangement, either oral or written, expressed or implied, contemplating
any division of compensation for services rendered under the Agreement or participation therein,
directly or indirectly, by any other person, firm or corporation, except as documented in the
Agreement. Neither the firm, nor anyone in the employment of the firm, has either directly or
indirectly entered into any agreement, participated in any collusion, or otherwise taken any action
in restraint of free competitive procurement in connection with the Agreement.
NON-DISCRIMINATION AND EQUAL OPPORTUNITY - All firms that engage in contracts with
the City of Dubuque, Iowa agree as follows: The firm will not discriminate against any employee
or applicant for employment because of race, sex, color, creed, ancestry, national origin, marital
status, familial status, religion, age, disability, sexual orientation, gender identity, genetic
information, status with regard to public assistance, status as a veteran, or any classification
protected by federal, state, or local law (the "Protected Classes") except where age and sex are
essential, bona fide occupational requirements, or where disability is a bona fide occupational
disqualification. Such action shall include but not be limited to the following: (a) employment, (b)
upgrading, (c) demotion or transfer, (d) recruitment or advertising, (e) layoff or termination, (f) rate
of pay or other forms of compensation, and (g) selection for training, including apprenticeship.
The firm further assures that managers and employees comply with both the spirit and intent of
federal, state, and local legislation, government regulation, and executive orders in providing
affirmative action as well as equal opportunity regarding to the Protected Classes, as stated
above.
The firm will include, or incorporate by reference, the provisions of the nondiscrimination clause
in every contract or subcontract unless exempt by the rules, regulations, or orders of the City and
will provide in every contract or subcontract that said provision will be binding upon each
subcontractor.
During the performance of an agreement all firms, assignees, and successors in interest shall
comply with the following non-discrimination statutes and authorities; including but not limited to:
a. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 CFR Part 21
b. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,
(42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has
been acquired because of Federal or Federal -aid programs and projects)
c. Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on
the basis of sex)
d. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended,
(prohibits discrimination on the basis of disability); and 49 CFR Part 27
e. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq), (prohibits
discrimination on the basis of age)
f. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as
amended, (prohibits discrimination based on race, creed, color, national origin, or sex)
g. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage
and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of
1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the
Page 908 of 1053
terms "programs or activities" to include all of the programs or activities of the Federal -aid
recipients, sub -recipients and contractors, whether such programs or activities are
Federally funded or not)
h. Titles II and III of the Americans with Disabilities Act, and all applicable amendments
thereto, and all applicable federal regulations under the Act which prohibit discrimination
on the basis of disability in the operation of public entities, public and private transportation
systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131
- 12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts
37 and 38; The selected firm shall ensure that its websites and all online services,
including those websites or online services provided by third parties upon which the firm
relies to provide services or content, comply with, at minimum, Web Content Accessibility
Guidelines — WCAG 2.1 AA.
i. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123)
(prohibits discrimination on the basis of race, color, national origin, and sex)
j. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low -Income Populations, winch ensures non-discrimination against
minority populations by discouraging programs, policies, and activities with
disproportionately high and adverse human health or environmental effects on minority
and low-income populations
k. Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with
Title VI, you must take reasonable steps to ensure that LEP persons have meaningful
access to your programs (70 Fed. Reg. at 74087 to 74100)
I. Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq)
REGULATORY AGENCY COMPLIANCE - Compliance with laws and regulations set forth by
regulatory agencies is required. These agencies include but are not limited to, OSHA —
Occupational Safety & Health Agency, EPA — Environmental Protection Agency, ICC — Interstate
Commerce Commission, DNR — Department of Natural Resources, and DOT — Department of
Transportation. The City of Dubuque expects that firms will offer expertise on conformance to
regulations applying to the products they sell and the services they perform.
RIGHT TO PROTEST - Anyone wishing to file a protest concerning (1) the specifications, (2) the
RFP procedure or (3) the award of the Agreement must do so in writing in accordance with the
City's Protest by Bidders which is found in the City's Purchasing Policy.
SUSPENSIONS AND DEBARMENT - The firm hereby certifies, pursuant to 2 CFR pt. 180 and 2
CFR pt. 3000, that neither it nor its principles are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in the firm by any federal
agency. The firm further certifies that it is not presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation in any contracts with the
City of Dubuque or the State of Iowa. The firm shall ensure that all subcontractors utilized by the
firm for any service or product referenced in the Agreement meet the provisions of this paragraph.
TAXES - The City of Dubuque is exempt from sales tax and certain other use taxes. Any charges
for taxes from which the City is exempt will be deducted from invoices before payment is made.
WARRANTIES - WORK - The firm shall perform services for the City pertaining to the
operations management services as set forth in the Agreement.
Wee
Page 909 of 1053
The firm shall be responsible for the quality, technical accuracy, completeness, and coordination
of all services performed under the Agreement. The firm shall, promptly and without charge,
provide all corrective services necessary as a result of the firm's acts, errors, or omissions with
respect to the quality and accuracy of the services.
The firm shall be responsible for any and all damages to property or persons as a result of the
firm's acts, errors, or omissions.
The firm's obligations under the Agreement shall exist without regard to, and shall not be
construed to be waived by, the availability or unavailability of any insurance, either of the City or
the firm.
WARRANTIES - INTELLECTUAL PROPERTY - The firm represents and warrants that all the
materials and services produced or provided to the City pursuant to the terms of the Agreement
shall be wholly original with the firm or that the firm has secured all applicable interests, rights,
licenses, permits, or other intellectual property rights in such materials and services. The firm
represents and warrants that the materials and services, and the City's use of same, and the
exercise by the City of the rights granted by the Agreement, shall not infringe upon any other work
or violate the rights of publicity or privacy of, or constitute a libel or slander against, any person,
firm, or corporation. The firm further represents and warrants that the materials and services do
not infringe upon the copyright, trademark, trade name, trade dress patent, statutory, common
law, or any other rights of any person, firm, corporation, or other entity. The firm represents and
warrants that it is the owner of or otherwise has the right to use and distribute the products and
services contemplated by the Agreement.
30
Page 910 of 1053
Appendix E
SPECIFIC INFORMATION RELATED TO FIVE FLAGS
Five Flags Civic Center Capital Budget Information
Capital projects carried over from the last FY into FY 25 include the following:
Five Flags Building Improvements - Other Professional Services
1
600.000
FF Theater Fire Escape -Services Other Departments
$
7.200
FF Theater Fire Escape -building
$
120.000
FF Theater Plaster renovation -prof services
$
12.000
FF Theater Plaster renovation -building
$
200.000
FF Arena Roof -Consultant
$
2.095
FF Arena Roof -building
$
269.509
FF Arena Light Fixtures -building
$
169.114
FF Arena Chairs- Building
$
48,409
FF Pipe Drape Barricades -other cap
$
11.851
FF Bijou Tile -buildings
$
50,000
FF Arena roof AC Unit Repkbuildings
$
114.539
FF Arena roof AC Unit Repkother cap
$
45,011
FF Theater Carpet
$
70,000
FF Accesiblity Modification
$
11.586
Please note some of this capital project money is being used for building envelope repairs to the
Five Flags Theater.
The current FY 25-29 fiscal year includes the following capital improvements. For further details
navigate to pages 117-118 of the pdf.
https://www.citvofdubugue.org/DocumentCenter/View/56881 /Adopted-FY25-CI P
City of Dubuque
Recommended Capital Improvement Summary
FY 2025 - FY 2029
PROGRAMI PROJECT DESCRIPTION SOURCE OF FUNDS
DEPT FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 TOTAL PAGE
CIVIC CENTER DIVISION
Culture and Recreation
Five Flags Building Improvements GDTIF G.O. Debt, Greater
Downtown TIF S — $ 2.800.000 $ 3.094,678 $ 8,587,322 $8,972.000 $ 23,454.000 37
Boiler Replacement Greater Downtown TIF S — $ — $ — $ — $ 410.000 $ 410.000 38
The City is in the process of the FY26 budget that will not be adopted until April of 2025.
Other Useful Links
- Five Flags Website
- Five Flags History
- Five Flags History (Encyclopedia Dubuque)
- Five Flags Seating Charts
- Five Flags Current Rate Card July 1, 2024 - June 30, 2025
- Five Flaas Center Technical Information
31
Page 911 of 1053
- City of Dubuque FY25 budget info for Five Flags (FY25 Policy book 7)
The current FY 25 budget policy book for Five Flags is located in the above link on
pages 5-19. This file includes equipment replacement, description of categories of
expenditures, and past performance.
- Current Five Flags Management Agreement & Amendments
- Five Flaas Financial Statements
Five Flags Facility Layout (Interior)
d
m
N
N
7
U
O
J
LOwerLLVLI
5th Street
4th Street
MA
Page 912 of 1053
Five Flags Facility Layout (Exterior)
.A A I ;R�
WOW,
7 Ei
W 4TH ST
.a.&. * a
l�
33
Page 913 of 1053
Appendix F
INSURANCE REQUIREMENTS
INSURANCE SCHEDULE J
shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for
the coverage required in Exhibit I prior to commencing work and at the end of the project if the
term of work is longer than 60 days. Contractors presenting annual certificates shall present a
certificate at the end of each project with the final billing. Each certificate shall be prepared on
the most current ACORD form approved by the Iowa Department of Insurance or an equivalent
approved by the Director of Finance and Budget. Each certificate shall include a statement under
Description of Operations as to why the certificate was issued. Eg: Five Flags Mgmt Services
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 Leisure Services Department of the City of Dubuque.
4. Failure to provide coverage required by this Insurance Schedule shall not be deemed a waiver of
these requirements by the City of Dubuque. Failure to obtain or maintain the required insurance
shall be considered a material breach of this agreement.
5. Contractors shall require all subconsultants and sub-subconsultants to obtain and maintain during
the performance of work insurance for the coverages described in this Insurance Schedule and
shall obtain certificates of insurances from all such subconsultants and sub-subconsultants.
Contractors agree that they shall be liable for the failure of a subconsultant and sub-
subconsultant to obtain and maintain such coverages. The City may request a copy of such
certificates from the Contractor.
6. All required endorsements shall be attached to the certificate. The certificate is due before the
contract/agreement can be approved.
7. Whenever a specific ISO form is listed, required the current edition of the form must be used, or
an equivalent form may be substituted if approved by the Director of Finance and Budget and
subject to the contractor identifying and listing in writing all deviations and exclusions from the
ISO form.
8. Contractors shall be required to carry the minimum coverage/limits, or greater if required by law
or other legal agreement, in Exhibit I. If the contractor's limits of liability are higher than the
required minimum limits then the provider's limits shall be this agreement's required limits.
9. Contractor shall be responsible for deductibles and self -insured retention for payment of all policy
premiums and other cost associated with the insurance policies required below.
10. All certificates of insurance must include agents name, phone number, and email address.
11. 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.
12. 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.
34
Page 914 of 1053
INSURANCE SCHEDULE J (continued)
Exhibit I
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products -Completed Operations Aggregate Limit $1,000,000
Personal and Advertising Injury Limit $1,000,000
Each Occurrence $1,000,000
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 BP 00 02. All deviations from the standard ISO commercial general
liability form CG 00 01, or business owners form BP 00 02, shall be clearly
identified.
2) Include endorsement indicating that coverage is primary and non-contributory.
3) Include Preservation of Governmental Immunities Endorsement. (Sample
attached).
4) Include additional insured endorsement 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 20 26.
5) Policy shall include Waiver of Right to Recover from Others endorsement.
6) Policy shall include cancellation and material change endorsement providing
thirty (30) days advance written notice of cancellation, non -renewal, reduction in
insurance coverage and/or limits and ten (10) days written notice of non-payment
of premium shall be sent to: City of Dubuque Finance Department, 50 West 13th
Street Dubuque, Iowa 52001.
B) AUTOMOBILE LIABILITY
Combined Single Limit $1,000,000
Coverage shall include all owned, non -owned, and hired vehicles. If the Contractor's
business does not own any vehicles, coverage is required on non -owned and hired
vehicles.
1) Policy shall include Waiver of Right to Recover from Others endorsement.
C) WORKERS' 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.
35
Page 915 of 1053
Coverage B limits shall be greater if required by the umbrella/excess insurer.
OR
If, by Iowa Code Section 85.1A, the Contractor is not required to purchase Workers'
Compensation Insurance, the Contractor shall have a copy of the State's 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.
D) UMBRELLA/EXCESS LIABILITY $1,000,000
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 but not limited to Waiver of Subrogation and Primary and Non-
contributory in favor of the City.
E) PROFESSIONAL LIABILITY $2,000,000
If the required policy provides claims -made coverage:
1) The Retroactive Date must be shown and must be before the date of the
agreement.
2) Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the work or services.
3) If coverage is canceled or non -renewed and not replaced with another claims -
made policy form with a Retroactive Date prior to the date of the agreement, the
contractor must provide "extended reporting" coverage for a minimum of five (5)
years after completion of the work or services.
F) CYBER LIABILITY/BREACH $1,000,000
X Yes _ No
Coverage for First and Third Party liability including but not limited to lost data and
restoration, loss of income and cyber breach of information.
36
Page 916 of 1053
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
form.
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
now 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 Coverage. 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 court of competent jurisdiction has ruled in favor of
the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall not otherwise
change or alter the coverage available under the policy.
SPECIMEN
37
Page 917 of 1053
Operations
Ma
I
Five Flags Civic Center opened in 1979
City management —1979-March 2004
ASM Global has been the operations manager
since April 2004
�1�10[NI■J:�[�l:
Five Flags Civic Center Management
Selection
✓ Request For Proposal (RFP)
✓ Negotiation
✓ Agreement
Management in Progress project in the
Council goal area of Diverse Arts,
Culture, Parks, and Recreation
Experiences and Activities
Qualified professional
management firm
capable of providing a
full range of
comprehensive
management services
with swell-proven
track record including
marketing, and full -
service operations at
civic and events
facilities in
comparable or larger
markets.
AM 1 t-
J
• Maximize direct spending benefitting the Dubuque economy.
• Maximize revenue with diverse revenue streams and minimize expenses.
• Superior services in booking, re -booking, and routing
• Maximize economic impact with a mix of events including tenant activities,
touring entertainment events/shows, sporting events, and more.
• Ensure events produce a customer -friendly, client -friendly, and cost-effective
environment.
• Establish a system of communication and collaboration that encourages
partnering between and among other segments of community.
• Provide superior service and maximize customer satisfaction
RFP SUBMISSIONS
• Strategic booking and scheduling, a marketing event strategy, and concert
routing in partnership with Live Nation Global Touring, sixteen regional
and national promoters plus family show promoters and producers
• Aggressive approach to sales and marketing including arefresh/rebrand
• Revenue generation through diverse event programming, modern
marketing, and sponsorship and naming opportunities
• Unified venue strategy for operations of Grand River Center and Five Flags
• Partnership -driven approach locally and regionally
• Excellence in transition
COMPREHENSIVE
APPROACH
Seamless
transition and
support - leader ill
serving secondary
and tertiary
markets
WHY OVG?
gj� c X 0
cvx
�0
PROVEN EXPERTISE
& SUCCESS AT GRC
Operational
Improoeme►rts,
revelme growth,
and co► muuity
partnerships have
transformed the
GRC and can be
applied at Fire
Flags
STRUCTURED
SALES FORCE
Comprehensive plan
to drive business
through
collaboration with
local partners
i
SYNERGIES
ACROSS
OTHER VENUES
Ability to
sea►►ilessl y
i ntegra to
operations across
Multiple venues.for
enhanced efficie► cy
and consistency
ASSET
MANAGEMENT
Resources to assist
the City Ill
a ppropria tel it
allocating its S24.Nf
for capital projects
240 venues
• 48 performing arts centers and 70 arenas
:-. L —
GRAND RIVIR CENTER
NAVY
Waterloo PIER
Convention
Center f" I 1
��.�Mt4 • x7xr�
•EVEN - -�-
PARK
Y � N 4 � •
4 Arena
5JT TERRE HAUTE
I)EDICATED ➢Accessible Leadership — Regional
VPs and District GMs
AMLCTIVE Communications
11USTRY ➢Extensive Employee Network of
Subject Matter Experts
AD ' ➢Best Practices and Standard
Operating Procedures
➢Modern Marketing
➢OVG Event Support — Staffing,
^ pricing strategy, menu development,
purchasing
➢Comparative Analysis, Pricing, and
Yield Management Strategy
�JdNew q;J��-T 711�
• Initial term 5 years, 5-year renewal potential
• Management fee
• $105,000 per year (subject to CPI each year)
• Event revenue incentive
• Event revenue benchmark $1 million
• 10% incentive if over benchmark
• Event revenue benchmark agreed upon with the operating
budget each year
• Never less than $1 million
• Economic Impact -Focused Targeted Events and Performances —Attraction of events
that by their financial model positively affect the bottom -line budget resulting in a
positive impact on the Facility and Owner's budget and positively impact neighboring
businesses and overnight stays.
• Stakeholder Development Relationship — Build a strong business relationship with
Travel Dubuque, Dubuque Area Chamber of Commerce, Dubuque Main Street,
hoteliers, businesses, youth sports, and performing arts on mutual strategy
development, an increased level of collaboration, and focused approach on event mix,
relational economic impact, stakeholder/tenant relationships, and overall civic center
business improvement model benefiting OVG, the Owner, and the community.
• Operating Budget Success — OVG has successfully developed and managed an
Operating Budget for the applicable Operating Year.
12
•rug«r.i &WO11111141101014 Fe
• Revenue Incentive (revenue incentive +qualitative incentive) capped
• Shall not exceed the annual fixed management fee paid
• OVG receives 15% of all commercial rights revenue
• OVG provided a financial contribution to the partnership
• $150,,000 contribution for event programming, marketing
enhancements, and other leasehold improvements and/or capital
equipment facility enhance dedicated to Five Flags or other
revenue generating initiatives as green to by City and OVG.
13
• Budget very different informer agreement —
benchmark vs. incentives
• Full Year Budget — FY 26
• July 1, 2025 — June 30, 2026
• Available FY 26 funding is $1,,172,,430
• Negotiated FY budget is $1,,198,,910
• City will continue to budget and cover
• property insurance
• liability insurance
• 15% of Directors salary and benefits
TRANSITION
Go LIVE - July 1
12:01 a.m.
'All L1 LTM 0 T Il
FIVE-FLAGS
ASM Global
RFP Committee
Dorsey & Whitney
LLP
Jason Lehman,
Assistant City
Attorney
Bill Krueger, Senior
VP, Conventions,
Sports and Leisure
International (CSL)
OAKVIEWGROUP
C .w
s=
1rT