Signed Contracts Copyrighted
June 1, 2026
City of Dubuque CONSENT ITEMS # 5.
City Council
ITEM TITLE: Signed Contracts
SUMMARY: ImOn Communications LLC for Amendment No 18 to Master
Co-locations and Shared Services Agreement; Grand River
Center/ Oak View Group for City Council Goal Setting;
Eastern lowa Asphalt Maintenance, Inc. for Concrete
Banding and Crack Sealing Project Public Improvement
Contract; Strand Associates, Inc. for Facility Plan Engineering
for Operational Support; Eastern lowa Excavating &
Concrete, LLC for Loras Boulevard Reconstruction and
Repairs Public Improvement Contract; Gansen Excavating,
Inc. for Loras Blvd & Locust St Storm Sewer Reconstruction
Project Public Improvement Contract; Kluesner Construction,
Inc. for Maintenance Contract Public Improvement Contract;
Ostrom Painting & Sandblasting, Inc. for Pavement Marking
Project Contract; Fleege Custom Woodworks LLC for Pool
Roofing Projects Public Improvement Contract; Stryker for
Preventative Maintenance Contract (41); Stryker for
Preventative Maintenance Contract (42); Windstream for
Proposed Conduit Facilities Agreement; WK Construction
Co., Inc. for Public Works Asphalt Milling Profile Project
Public Improvement Contract; RaDD Network Solutions, Inc.
for Sole Source for Splice Capsules; River City Paving for
Valentine Park Walk Path Public Improvement Contract;
Giese Sheet Metal Co., Inc. for Vendor Service Agreement -
Eagle Point Water Roof Rehab Award HVAC; 563 Design for
Vendor Service Agreement - Five Flags Theater
Renovations; College Lawn Service and Snow Removal LLC
for Vendor Service Agreement - Lawn Mowing Services; EMS
Industrial, Inc. - Energetics & Badger Electric Motor for
Vendor Service Agreement - Port Ramp Compressor
Repairs; Dubuque Sign Company for Vendor Service
Agreement - Sign Replacement/Repairs for Transportation
Services; Advantage Sheet Metal, Inc. for Master Services
Agreement; Dubuque Fire Equipment for Master Services
Agreement; Dubuqueland Door Co. for Master Services
Agreement; Gansen Excavating for Master Services
Agreement; Germaine Electric for Master Services
Agreement; Giese Sheet Metal Co. for Master Services
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Agreement; Jaeger Plumbing and Pump Inc. for Master
Services Agreement; Paulson Electric Company for Master
Services Agreement; Top Grade Excavating for Master
Services Agreement; Total Maintenance Inc. for Master
Services Agreement; Portzen Construction Inc. for Master
Services Agreement
SUGGUESTED Receive and File
DISPOSITION:
ATTACHMENTS:
1. 8.24.2026 City Council Goal Setting Signed Contract
2. 26 05 12 Amendment No 18 Master CoLocation Shared Services with ImOn
3. 26_05_12 Facility Plan Engineering for Operational Support (21)
4. 26_05_12 Proposed Conduit Facilities Agreement with Windstream
5. 26_05_12 PW Concrete Banding and Crack Sealing Project Constructi
6. 26_05_12 Stryker Preventative Maintenance Contract (41)
7. 26_05_12 Stryker Preventative Maintenance Contract (42)
8. 26_05_13 2026 Pavement Marking Project Contract
9. 26_05_14 RaDD Network Solutions Sole Source for Splice Capsules
10. 26_05_18 Dubuque Sign Short Form Vendor Contract (4)
11. 26_05_19 2026 Public Works Asphalt Milling Profile Project Public
12. 26_05_19 Loras Boulevard Recon and Repairs Project Public Improve
13. 26_05_20 College Lawn Mowing Services Contract
14. 26_05_20 Kluesner Short Form Maintenance Contract Approval
15. 26_05_20 MVM Memo Five Flags Theater Renovations 563 Design 5 2026 (
16. 26_05_20 Valentine Walk Path Contract Signature Request 5 2026
17. 26_05_21 Eagle Point Water Treatment Plant Roof Rehab Award HVAC
18. 26_05_21 Loras Locust Storm Sewer Reconstruction Project Gansen Con
19. 26_05_21 MVM Memo Pool Roofing Projects (8)
20. 26_05_21 Short Form Vendor Contract
21. MSA - 26_05_20 Total Maintenance Master Service Agreement
22. MSA 26_05_20 Advantage Sheet Metal Master Service Agreement
23. MSA 26_05_20 Dubuque Fire Equipment Master Service Agreement
24. MSA 26_05_20 Dubuqueland Door Company Master Service Agreement
25. MSA 26_05_20 Gansen Excavating Master Service Agreement
26. MSA 26_05_20 Germaine Electric Master Service Agreement
27. MSA 26_05_20 Giese Sheet Metal Company Master Service Agreement (30)
28. MSA 26_05_20 Jaeger Plumbing and Pump Master Service Agreement
29. MSA 26_05_20 Paulson Electric Company Master Service Agreement
30. MSA 26_05_20 Top Grade Excavating Master Service Agreement (44)
31. MSA 26_05_21 Portzen Construction Master Service Agreement (8)
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�,� _:- _ _ _ �VG
G��Nn�Z�vr2 C�::�rrR OAK VIEW GRouP
LICENSE AGREEMENT - GRAND RIVER CENTER
EVENT ID: 3603-65-65-18017
Effective Date:April 17, 2026
Licensee's Name("Licensee"): Facility("Facility"):
City of Dubuque Grand River Center
City Hall,50 W 13th Street 500 Bell St
Dubuque, lowa 52001 Dubuque, IA 52001
Description of event to be held ("Event"):City Council Goal Setting
Expected attendance:100
Base License Fee("Base License Fee"): U.S,$750 Food and Beverage Fee Minimum(the"F&B Minimum")
U.S.$1,600(exclusive of the then-current Management
Charge,which is currently at 22%but subject to increase,
and cash sales.}
Deposit Amount("Deposit"): U.S.$480;due as follows:
Payment Due Date Amount
_ Deposit 5/8/2026 � $480
Date Time Function Space Setup AGR
Mon,8/24/2026 4:00 PM-9:00 PM Meeting Meeting Room 4
5:00 PM-6:00 PM Dinner Meeting Room 4
Tue, 8/25/2026 4:00 PM-9:00 PM Meeting Meeting Room 4
5:00 PM-6:00 PM Dinner Meeting Room 4
Thu, 8/27/2026 4:00 PM-9:00 PM Meeting Meeting Room 4
5:00 PM-6:00 PM Dinner Meeting Room 4
Date Time Room Price Discount Estimate
8/24/2026 4:00 PM-9:00 PM Meeting Room 4 $500.00 $250.00 $250.00
8/25/2026 4:00 PM-9:00 PM Meeting Room 4 $500.00 $250.00 $250.00
8/27/2026 4:00 PM-9:00 PM Meeting Room 4 $500.00 $250.00 $250.00
Subtotal Estimate $1,500.00
Less Discounts $750.00
Flat Discount $750.00
Rental Estimate $750.00
Catering
Time Item/Title Q /Price Subtotal
Food and Beverage Minimum 1 Each @$1,600.00/Each $1,600.00
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(exclusive of fhe then-currenf Management Charge,which is currently at 22%but subject to increase,and cash sales.)
Subtotal Estimate $1,600.00
Catering Estimate: $1,600.00
Item Charges Estimate $1,600.00
EventCharges Estimate $3,100.00
Less Discounts $750.00
Flat Discount $750.00
Subtotal $2,350.00
EVENT ESTIMATE $2,350.00
This License Agreement(the"Agreement") is between (i) Oak View Group ("Operator") as agent on behalf of the City of
Dubuque, lowa ("Owner"), and (ii)the Licensee set forth above.
Backqround
Owner is the owner of the Facility and has engaged Operator to manage and operate the Facility. Operator is
authorized by Owner to license the use of the Facility to others for the purpose of holding certain events. The purpose of
this Agreement is to set forth the terms and conditions on which Operator is granting Licensee a license to use the Facility
for the purpose of holding the Event. By signing below, the parties acknowledge receipt and understanding of all the terms
and conditions herein, including the below Standard Terms and Conditions.
ACCEPTED AND AGREED:
City of Dubuque Oak View Group
as agent on behalf of City of Dubuque,lowa
BY� / /L�cMti•�C l/�,,,�� BY:
G ra Manager
Pr�r,t Name: Michael C. Van Milliqen
r�tie City Manaqer Date: �i
Date: 05/11/2026
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STANDARD TERMS AND CONDITIONS
1 Grant of License; Licensed Premises.Subject to the terms and conditions of this Agreement,Operator grants to Licensee a license
to use the Licensed Premises during the Term,for the limited purpose of holding the Event(and for associated load in,set up,and
load out of the Event, if applicable)and not for any other purpose. Licensee shall not have access rights or privileges in or to any
other part of the Facility besides the Licensed Premises,except for the privilege of ingress and egress through the public corridors at
the Facility,on a non-exclusive basis,as necessary to utilize the Licensed Premises. Unless agreed otherwise in writing by Operator,
the Event shall be by"invitation only"and will not be open to the public.Licensee shall use the Licensed Premises to hold and present
the Event in accordance with the terms and conditions of this Agreement and all rules and regulations of Operator or Owner pertaining
to the Facility(the"Facility Rules"),as modified from time to time upon notice to Licensee.
2. Term.The Term shall be as set forth above. If the Term is extended(which may occur only with the prior written consent of Operator)
Licensee shall be solely responsible for all costs and expenses incurred or required in connection with such extension. In addition,if
the Event(or any session thereofl runs beyond the agreed end time on any of the Event nights,or if load-out runs beyond the
proscribed time,Licensee shall be liable for any additional expenses incurred by Operator, including but not limited to payments to
union labor, if applicable.
3. Duties of Operator.Operator,at the cost and expense of Licensee except or as otherwise provided hereunder,shall provide(or
cause to be provided)the following in connection with the Event(the cost of which shall collectively constitute"Costs"):
(a) Staffinq.Any and all personnel as may be required by Operator(in its sole discretion)to properly staff the Facility for the
Event and for the proper and safe presentation of the Event, including,without limitation,personnel to set up and take down
the Event(including all riggers),security personnel, ushers,crowd control,first aid(EMT),fire personnel,supervisors,
electricians,janitorial staff,audio visual technicians,telecommunications staff,concession and catering staff,and other
necessary support services customarily provided by Operator for a like event,as applicable;and
(b) Additionai Reauested Items and Services.Additional items,personnel,and services,which Licensee requests to be
provided in connection with the Event and which Operator is reasonably able to provide,such as stagehands for set-up,take
down and productions,additional production requirements, and lighting and/or sound equipment other than the current
sound or lighting system in the Facility,all of which shall be subject to the approval of Operator.
It is understood by Licensee that services, labor,and equipment will be provided only to the extent of existing available inventory and
in consideration of other Facility events and activities.
4. Food and Beverage.The F&B Provider shall have the exclusive right to provide food and beverage services in connection with the
Event.The"F8B Provider'shall be the Operator or, if applicable,any third party the Facility has contracted with to be the exclusive
food and beverage provider for the Facility.No other individual or organization is permitted to bring food or beverage products into the
Facility,without the express written consent of Operator.
(a) Food 8 eeveraQe Fee.Licensee shall pay the F&B Provider for all food and beverage services provided at the Event(the
"F8�B Fee").Licensee acknowledges that the F&B Fee has been established based on Licensee's representation that the
F&B Fee hereunder will be no less than the FB�B Minimum. In the event the actual F8�B Fee is less than the F&B Minimum,
Operator shall have the right to increase the F8�B Fee to the F&B Minimum.
(b) Banouet Event Order. No later than 21 days prior to the Event,Licensee and F&B Provider shall enter into a banquet event
order form including the specific menu items and estimate of number of people attending the Event for whom such items will
be provided(the"BEO").Such BEO shall include an estimate of the F&B Fee and additional terms and conditions as may be
required by the F&B Provider. No later than 5 business days prior to the Event,the BEO shall be revised to reflect any
changes to the guaranteed number of people attending the Event.Once such BEO is entered into, Licensee shall be
required to pay,at a minimum,the F&B Fee specified therein,regardless of any subsequent changes requested to the menu
or attendance number.Unless otherwise agreed by Operator,the remaining balance of the F&B Fee not previously paid to
the F&B Provider shall be paid by Licensee by money order,wire transfer,or certified check on the day of the Event.
(c) All catered events are subject to a Management Charge that will be assessed at
the rate in effect at the time of any event. While that rate is currently set at 22% of
the goods and services provided, it is subject to increase by up to an additional
2% (to 24%) upon notice to Licensee. This Management Charge is the sole
property of the food/beverage service company or the venue owner/operator, as
applicable, and is used to cover costs and expenses in connection with the
catered event and administration of the event (excluding employee tips,
gratuities, and wages) and is not charged in lieu of a tip or gratuity. For avoidance
of doubt, the Management Charge is not a tip or gratuity, nor is it purported to be
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a tip or gratuity for any,employee who provides services to guests (e.g., wait staff
employee, service employee, service bartender, and the like), and no part of the
Management Charge will be distributed (as a tip, gratuity, or otherwise) to any
employee who provides service to guests.
5. Fees; Deposits.
(a) License Fee.Licensee shall pay Operator the following amounts(collectively,the"Fee"), and unless otherwise set forth
above,the entire Fee shall be paid to Operator in advance of the Event:
1. Base License Fee;plus
2. F&B Fee;plus
3. Costs as set forth above,and any and other expenses that Licensee is obligated to reimburse Operator
for under this Agreement.
(b) Non-Refundable De�osit.A non-refundable Deposit in the amount set forth above is payable to Operator upon execution of
this Agreement. Such Deposit shall be credited to the Fee at settlement.Licensee shall not be entitled to the payment of any
interest whatsoever on the Deposit. If the Deposit(or any portion thereo�is not paid on or before the due date(s)specified
above,Operator may terminate this Agreement, in its sole discretion,by providing written notice of termination to Licensee.
Any such termjnation shall be in addition to any other rights or remedies available to Operator at law or in equity arising out
of such breach by Licensee, including Operators right to recover damages.Any additional Costs relating to changes in the
Event requirements shall, unless otherwise agreed by Operator,be paid by Licensee by money order,wire transfer,or
certified check on the day of the Event,unless otherwise agreed by Operator in advance.
(c) Interest: Pavment. In the event Licensee fails to remit payment when due of any amounts due,interest shall accrue on such
overdue amounts at the rate of 1.5%per month(18%per annum),or the maximum rate permitted by law,whichever is less.
Unless otherwise agreed by Operator,all payments hereunder shall be made by money order,wire transfer,or certified
check.
6. Event Requirements.Licensee shall provide to Operator all necessary set-up instructions(personnel,equipment,utilities,layout,
etc.)for the Event no later than 30 days prior to the Event(or, if this Agreement is executed less than 30 days prior to the Event,then
immediately upon execution hereo�which shall include a copy of a full and complete floor plan for the Event(the"Event Plan").If
such Event Plan is not provided to Operator by such date,or if changes are made to the Event Plan after they have been provided to
Operator,and Operator incurs additional costs or expenses as a result of such changes, Licensee shall be solely responsible for such
additional costs and expenses at Operator's prevailing rates. No set-up of any exhibits may begin without proof of approval of the
Event Plan by the local Fire Department/Fire Marshal for the town or city in which the Facility is located(the"Fire Department"),as
applicable,and by the Operator.
7. Advertising and Promotion.Licensee shall not publicize,or permit to be publicized,the Event prior to the execution of this
Agreement by Operator. Licensee represents and warrants that(i)it has all necessary rights,title,and license in and to any
advertising or promotion of the Event,and(ii)that all advertising of the Event will be accurate,truthful,and will include accurate
information of the Event times and ticket prices(if applicable).All Event-related advertising will be subject to the prior written approval
of Operator,not to be unreasonably withheld.All print and broadcast materials associated with the Event shall use the official Facility
name/logo as provided by Operator.Operator has no responsibility whatsoever to advertise or market the Event.Operator reserves
the right to display or sell,without limitation,advertising,and promotions within and around the Facility,and to retain all income from
such display or sale.Licensee shall not interfere with,block,remove,or otherwise disturb advertising or promotions within or around
the Facility without the prior written consent of Operator.Signs containing commercial or sponsored advertising messages must be
approved in advance in writing by Operator.
8. Permits and Licenses.Prior to the Event, Licensee shall procure,at its expense(i)all licenses,permits,and approvals required
under applicable laws in connection with its use of the Licensed Premises for the Event, including,without limitation,any licenses,
permits,or approvals required by the Fire Department, and(ii)all licenses required by any performance rights organizations,such as
ASCAP, BMI,GMR,SESAC and SOCAN,for music or other works to be utilized or displayed in connection with the Event.Copies of
such licenses and proof of payment therefor shall be provided to Operator upon request. Notwithstanding anything contained herein to
the contrary,Licensee shall not be required to secure any permits for the general day-to-day occupancy of the Facility,or any music
licenses which have previously been secured by Operator or Owner,as communicated in writing to Licensee.
9. Indemnification; Limitation on Liability; No Warranties; Risk of Loss.
(a) Indemnification. Licensee hereby agrees to indemnify and defend Operator,Owner,any and all Facility vendors, and any
other present or future lender providing financing to,or in connection with,the construction or operation of,the Facility, and
each of their respective successors and assigns,and all past,current,and future agents,representatives,servants,officials,
regents,officers,directors or supervisors,consultants,and employees of the foregoing(collectively,the"Facility Parties")
from and against any and all claims,suits, losses, injuries,damages, liabilities,and expenses, including,without limitation,
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reasonable attorneys'fees and expenses(collectively,"Claims or Costs"),occasioned in connection with,arising or alleged
to arise,wholly or in part,from(i)any breach of this Agreement by Licensee, (ii)the exercise by Licensee of the privileges
herein granted,or(iii)the acts or omissions,or violation of any applicable law,rule,regulation,or order,of or by Licensee or
any of its agents,owners,officers,directors, members,managers, representatives, contractors,exhibitors,employees,
guests,or invitees(collectively,the"Licensee Parties").
(b) Limitation on Liabilitv.Operator shall not be liable under any circumstances to Licensee for any indirect,special,punitive,or
consequential damages,or loss of revenue or profits arising in connection with this Agreement,even if Licensee has been
advised of the possibility of such damages.
(c) Condition of Facilitv.Operator makes no warranty or representation to Licensee of any kind(express or implied)regarding
the suitability of or compliance with applicable laws,of the Facility,the Licensed Premises,or any portion thereof,as built,
for any aspect of the use Licensee expects or intends to make of the Facility. Licensee further agrees that the Facility and
specifically the Licensed Premises are being provided"AS IS","WHERE IS"and"WITH ANY AND ALL FAULTS"and
without warranty,express or implied,as to the merchantability or fitness for the use thereof for any particular purpose.
(d) Risk of Loss. None of the Facility Parties shall be responsible or liable for any injury or death to any person or loss or
damage to the personal property sustained by any Licensee Party resulting from any condition,accident,or occurrence in or
upon the Licensed Premises, unless such injury,loss,or damage is due to the gross negligence or willful misconduct of a
Faciliry Party.Licensee acknowledges and agrees that all of its property or property of others in the Facility shall be used
and/or stored in the Facility at the sole risk of Licensee,and Licensee on behalf of itself and each Licensee Party hereby
waives and releases the Facility Parties from any and all Claims or Costs related thereto to the fullest extent permitted by
law.
(e) Survival.The provisions of this Section 9 shall survive any expiration or termination of this Agreement.
10. Insurance.
(a) Recluired Coveraqe/Required Terms.Licensee shall,at its sole cost and expense,acquire and maintain throughout the
Term, insurance as required on Exhibit A,attached hereto,and comply with all terms contained therein.
(b) Failure to Obtain Insurance.Operator shall also have the right to prohibit Licensee or any of the Licensee Parties from
entering the Facility until such certificates or other evidence that insurance has been obtained in complete compliance with
this Agreement is received by Operator.Licensee's failure to maintain the insurance required herein shall be a material
breach of this Agreement by Licensee and shall entitle Operator to terminate this Agreement upon notice to Licensee. IN
THE EVENT OF SUCH TERMINATION BY OPERATOR,THERE SHALL BE NO FURTHER LIABILITY OF ANY KIND OR
NATURE WHATSOEVER BY OPERATOR TO LICENSEE,AND OPERATOR SHALL RETAIN THE RIGHT TO PROCEED
WITH A LEGAL ACTION AGAINST LICENSEE TO RECOVER ANY AND ALL DAMAGES(INCLUDING WITHOUT
LIMITATION LOSS OF PROFITS)SUSTAINED BY OPERATOR BY REASON OF LICENSEE'S DEFAULT HEREUNDER.
(c) Non-Compliance. In the event that Licensee fails to procure and present the required insurance,Operator shall have the
right,but not the obligation,to do so on Licensee's behalf and at Licensee's expense and shall be entitled to reimbursement
for the costs thereof as part of the Fee.
11. Use of the Licensed Premises.
(a) Dutv of Care:Return of Facilitv.Licensee shall use the Licensed Premises in a safe and careful manner.Licensee shall not
(and shall ensure that all Licensee Parties do not)mar,deface,or injure any part of the Facility.Upon conclusion of the
Term,Licensee shall deliver the Licensed Premises in as good condition and repair and in the condition received at the
beginning of the Term,normal wear and tear excepted.
(b) Return of Prooertv. Immediately following the Event but no later than conclusion of the Term, Licensee shall immediately
remove from the Licensed Premises any and all property,goods,or other effects belonging to,or brought into the Facility by,
any Licensee Party. If Licensee fails to do so,Operator may store or cause to be stored any such property at Licensee's
expense.Alternatively,Operator may deem such property to be abandoned and sell such property in such a manner and to
such an extent as is permitted by applicable law and apply the proceeds of such sale(s)in a manner determined by Operator
in its sole discretion.
(c) Operator Access and Control. In licensing the use of the Licensed Premises to Licensee,it is understood that Operator does
not relinquish the right to control the management thereof and to enforce all necessary rules and regulations.Operator shall
at all times have the right to limit the number of people attending the Event,for the purpose of ensuring the safety of people
and property at the Facility.
(d) Disorderlv Conduct.Operator reserves the right at all times to refuse admission to or to cause to be removed from the
Event,the Licensed Premises,and/or the Facility any disorderly person, including Licensee's employees,agents,
contractors,exhibitors,guests,and invitees,as determined by Operator in its sole discretion,and in the event of the
exercise of such authority,Licensee hereby waives any and all claims for damages against Facility Parties on account
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thereof.
(e) Other Events. Licensee acknowledges that other events or activities may be scheduled within the Facility during the Term in
areas other than the Licensed Premises. Licensee acknowledges that the public parking areas surrounding the Facility are
not exclusive to or for the Event.Licensee agrees to adhere to a"good neighbor'policy and will not permit or allow to be
permitted,any activity in the Licensed Premises that will disturb use of other areas of the Facility by any other individual,
entity,organization,or event.
(� Broadcastinq.Licensee shall not televise or broadcast the Event or any part thereof without the prior written approval of
Operator,which may be withheld in Operator's sole discretion,and may further be conditioned on Licensee(or an applicable
third party)paying an additional fee for the privilege to broadcast the Event,and/or Licensee procuring additional insurance
to cover such broadcasting activities.
(g) Coat Check. Unless otherwise agreed by Operator in writing,Operator reserves the exclusive right to operate,or contract for
the operation of,a coat checkroom,and to retain all revenue in connection therewith.
12. Non-Discrimination/Americans With Disability Act. Licensee agrees not to discriminate against any employee or applicant for
employment to be employed in the performance of or in relation to this Agreement,with respect to the hire,tenure,terms,conditions,
or privileges of employment,or any other matter directly or indirectly related to such employment,whether on account of race,creed,
marital status,color,religion,national origin,ancestry,age,sex,sexual orientation,gender identity,disability,or handicap,except
where based on a bona-fide occupational qualification.With respect to the Event, Licensee recognizes that it is subject to the
provisions of Title III of the Americans With Disabilities Act,as amended("ADA").To the extent that Licensee reconfigures, modifies,
alters, rearranges,or otherwise prepares or"sets up"the Licensed Premises or any other portion of the Facility in order to
accommodate the Event, Licensee shall be responsible for ensuring that such areas comply(and continue to comply throughout the
Term)in all respects with the ADA, including without limitation with regard to accessibility,usability,and configuration. Licensee shall
be solely responsible for providing auxiliary aids or any modification of the Licensed Premises or other portions of the Facility that may
be required in order to accommodate the Event,and for ensuring that the policies,practices,and procedures it applies in connection
with the Event are in full compliance with the ADA.
13. Termination.Either party may terminate this Agreement in the event the other party fails to perform any of its material obligations
under this Agreement,and such failure has not been cured within 15 days(or 5 days in the event of a payment default)after the date
on which the breaching party receives written notice describing such breach in reasonable detail. Notwithstanding the foregoing, in the
event Licensee fails to provide the insurance certificate(s)required herein by the date due hereunder, or if Operator or Owner may
suffer irreparable harm as a result of the breach by Licensee,Operator shall not be required to wait any period of time before
terminating this Agreement or pursuing any remedies hereunder or under applicable law.Any termination of this Agreement shall not
prejudice any other right or remedy available to the non-breaching party at law or in equity. In the event Operator terminates this
Agreement due to a breach or default by Licensee,Operator may retain as damages any fees paid by Licensee under this Agreement
(including the Deposit),without prejudice to any other legal rights or remedies Operator may have.
14. Loss of Use of Facility; Force Majeure.
(a) "Event of Force Maieure"Defined."Event of Force Majeure"means any occurrence or condition beyond the reasonable
control of the party asserting it that prevents such party from performing its obligations under this Agreement and may
include,without limitation,fire,earthquake,flood, pandemic,epidemic,act of God,strike, lockout,or other labor dispute;
provided,however,that under no circumstances shall the monetary inability of a party to perform be considered an Event of
Force Majeure.
(b) Loss AffectinQ the Facilitv or Event of Force Maieure AffectinQ Operator. Should the Facility or any material part thereof be
destroyed or damaged by fire or by any other cause,or if any other Event of Force Majeure shall render the fulfillment of th is
Agreement by Operator impractical,this Agreement shall terminate,and Operator shall not be liable or responsible to
Licensee for any damage or loss caused thereby. In such event,and provided that such casualty loss of Event of Force
Majeure was not caused by an act or omission of Licensee or its employees,agents, representatives,or affiliated parties,
Operator shall return the Deposit to Licensee, less any out-of-pocket costs incurred by Operator in connection with the Event
(for which Licensee shall remain liable).
(c) Event of Force Maieure Affectinq Licensee.Should Licensee be unable to take possession of the Facility or present the
Event due to an Event of Force Majeure,without limiting the terms of subsection(b)above,neither Operator nor Licensee
shall have any liability under this Agreement and Licensee,as its sole remedy and relief,shall receive a refund of any
uncommitted or cancelable advance payments,with the exception of the Deposit,which is nonrefundable.
15. Cancellation of Event by Licensee. In the event of a cancellation by Licensee of the Event no Deposit refund shall be made.
Additionally,and unless otherwise indicated by Section 14 above, Licensee shall be obligated to pay the full amount of the Fee
contemplated to be due hereunder had the Event actually occurred, including without limitation the F&B Fee.The parties agree that
Operator will be damaged by any such cancellation,and that the exact amount of such damages would be either impossible or
inconvenient to prove,and that the amounts set forth in the preceding sentence are a reasonable estimate of the amount of such
damages. The parties further agree that such amount shall constitute liquidated damages,and not a penalty of any kind.The
remedies set forth in this section are in addition to,and not in lieu of,any other rights or remedies Operator may have,at law or in
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equity,in the event of a breach or cancellation of this Agreement by Licensee.
16. Miscellaneous.
(a) Compliance with Laws Facilitv Rules Taxes.Licensee shall comply with and shall cause all of the Licensee Parties to
comply with all laws,regulations,and ordinances applicable to it in connection with its performance under this Agreement as
well as all Facility Rules("Compliance Obligations").These Compliance Obligations include,without limitation, compliance
with all national,state,and local laws, regulations,and ordinances,as well as all Facility Rules implemented to reduce the
risk of transmission of COVID-19. Unless otherwise expressly stated herein,any items or services provided by Operator to
Licensee to assist Licensee in performing its Compliance Obligations shall be the sole responsibility of Licensee and
reimbursable to Operator as Costs. Licensee agrees to pay promptly all taxes assessed on its activities at the Facility
hereunder, including any sales tax on the payment of the Fee hereunder(which shall be in addition to the amounts due
hereunder).
(b) Governinq Law, Consent to Exclusive Jurisdiction.This Agreement shall be governed by the internal laws of the state or
commonwealth in which the Facility is located,without regard to conflict of laws principles.Any action arising out of or in
connection with this Agreement,or the conduct,acts,omissions,or activities of the parties hereunder,shall be brought in the
federal or state courts located in the state or commonwealth in which the Facility is located,and the parties hereby submit to
the exclusive jurisdiction of,and venue in,those courts.
(c) Manaqement AQreement.Licensee recognizes Operator is entering into this Agreement pursuant to its specific authority in
the management agreement between Owner and Operator("Management Agreement")and to the extent such
Management Agreement expires or is terminated,or Operator ceases for any reason to be the manager of the Facility,
Operator shall have no independent liabiliry under this Agreement and this Agreement shall remain in full force and effect
and all performance by Operator shall be rendered by Owner or the Facility's successor manager. If the Facility closes or
becomes non-operational,Operator or Owner may terminate this Agreement without liability.
(d) Assianment.This Agreement shall not be assigned nor shall Licensee's right to use the Licensed Premises be sublicensed
by Licensee without the prior written consent of Operator in each instance,which may be withheld in Operator's sole
discretion.Operator may assign this Agreement at any time to any party including,without limitation,any successor owner
or operator of the Facility.
(e) Waivers.No waiver shall be effective unless it is in writing and is signed by the parry to be charged. No delay or failure to
exercise any right or remedy accruing to any party shall impair any such right or remedy,nor shall it be construed as a
waiver of any future right or remedy.
(� Relationshio of the Parties.The parties are independent contractors,and nothing in this Agreement shall be construed to
create a partnership,joint venture,employment,or agency relationship.
(g) Notices.All notices shall be in writing and shall be deemed delivered 3 days after deposit in the U.S. mail,certified, return
receipt requested,to Licensee and Operator at the address set forth above(Attn:General Manager),with a courtesy copy
sent via electronic mail.A copy of all notices to Operator to be sent to OVG360, 150 Rouse Blvd., Philadelphia,PA 19112,
Attn: Legal Department, Email:OVG360Leaal(a7oakv�ewqroup com.
(h) Severabilitv. If any provision of this Agreement is declared invalid or unenforceable by an arbitrator or court of competent
jurisdiction,such provision shall be severed from the remainder of this Agreement,which shall remain in full force and effect.
(i) Attornevs'Fees.In case any suit or action is instituted by Operator to enforce compliance with this Agreement, including all
appeals,Operator shall be entitled to recover all reasonable costs incurred, including staff time,court costs,attorneys'fees,
and all other related expenses,from Licensee,in addition to the costs and disbursements provided under applicable laws.
Q) No Third-Partv Beneficiaries Entire Aareement.No other party shall be or be deemed to be a third-party beneficiary of this
Agreement,except for Owner,who is an intended third-party beneficiary of the obligations of Licensee under this
Agreement,entitled to enforce this Agreement directly against the Licensee as if Owner was a party hereto.This Agreement
constitutes the entire agreement and understanding of the parties regarding its subject matter,and supersedes any and all
prior agreements,understandings,or communications between the parties,whether oral or written.This Agreement may not
be amended except by a writing signed by an authorized representative of each party. In the event of a conflict between the
terms of this Agreement and the terms set forth in any exhibits or addenda attached hereto,the terms of this Agreement
shall govern.This Agreement shall be binding upon and inure to the benefit of all successors and permitted assigns.
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Exhibit A
Insurance Obliaations
Licensee shall obtain,at its own cost and expense,the following insurance:
(a) CGL Coveraqe.Licensee shall obtain commercial general liability insurance in the name of Licensee which insures all operations of
Licensee (including operations of Licensee as contemplated by this Agreement), and Licensee's contractual undertaking of liability of
another and Licensee's assumption of liability,as set forth in this Agreement. Such insurance shall be written with a limit of at least One
Million Dollars($1,000,000.00)for bodily injury, property damage and personal injury, with a Two Million Dollars($2,000,000)General
Aggregate.
(b) Workers'Com�ensation Coveraae. Licensee shall maintain, at its own cost and expense,workers'compensation insurance in respect
of all employees, players, perFormers and any borrowed, leased or other person to whom such compensation may be payable by
Licensee.
(c) Automobile Liabilitv Coveraae. If Licensee is operating or causing the operation of vehicles on the premises of the Facility, Licensee
shall maintain commercial automobile liability insurance, including coverage for the operation of owned, leased, hired and non-owned
vehicles,in the minimum amount of Five Hundred Thousand Dollars($500,000.00)per accident,combined single limit for personal injury
and property damage.
Additional Terms:
• Other than in connection with workers' compensation policies, all such insurance shall name Oak View Group and City of Dubuque,
lowa as additional insureds.The naming of City of Dubuque„lowa as an additional insured shall not constitute a waiver of the defenses
available to City of Dubuque,under Chapter 670 of the Code of lowa.
• Certificates of Insurance.At least 30 days prior to the Event(or immediately upon execution hereof,if less than 30 days remain before
the Event),the Licensee shall provide to the Operator certificate(s)of insurance evidencing the coverages set forth above.
• Insurance policies shall be issued by insurance companies authorized to do business by the State of lowa and have an A.M.Best rating
of at least A-VIII or better for the duration of the Agreement,include a waiver of subrogation in favor of the Facility Parties and be primary
and non-contributory with any available insurance policies and programs of self-insurance of the Facility Parties.
• Licensee shall not cancel or otherwise modify policies set forth above without 30 business days' prior written notice to Operator and in
the event of a non-payment of premium by Licensee,shall issue 10 days'prior written notice to Operator.
• Insurance effected or procured by Licensee hereunder will not reduce or limit Licensee's contractual obligation to indemnify and defend
the Facility Parties hereunder.
• All such policies shall be in such form and contain such provisions as are generally considered standard for the type of insu rance involved.
I
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