Loading...
HomeMy WebLinkAboutWaterloo Black Hawkw Hockey, LLC-12/1/2014CITY OF WATERLOO Council Communication City Council Meeting: 12/1/2014 Prepared: ATTACHMENTS: Description Type © Lease Agreement Cover Memo SUBJECT: Submitted by: Recommended Action: Summary Statement: Resolution approving Young Arena Lease and Use Agreement with Waterloo Black Hawks Hockey, LLC, with recommendation of approval from the Leisure Services Commission: and authorize the Mayor to execute said document. Submitted By: Paul Huting, Leisure Services Director Approve and authorize the Mayor Clark to sign Young Arena Lease and Use Agreement with Waterloo Black Hawks Hockey, LLC, with recommendation of approval from the Leisure Services Commission. This lease is has been negotiated with Waterloo Black Hawks Hockey LLC., current owners of the Waterloo Bucks baseball team. The lease was written by Chris Wendland in the City Attorney's office. This is a 2- year lease with a 5 -year extension option. The proposed lease document is included in this submission. Expenditure Required: N/A Source of Funds: N/A Policy Issue: N/A Alternative: N/A The Leisure Services Commission, at the November 10, 2014 meeting, voted unanimously to recommend that Council approve this lease. Representatives of Waterloo Black Hawks, LLC will be present at the Council meeting to answer questions. The main changes are: 1) This is a 2 -year agreement running through May 31, 2016 with 5 -year renewal option, subject to financial review and the City's consent. 2) Allows for expanding BHH operations by moving of the souvenir store to the current arcade location, building and operating a new food and beverage facility in that location (areal), and allowing BHH to occupy and run the existing NE food and beverage stand (area 2). 3) Outlines shared use and maintenance costs for the new video board with Black Hawks paying for 80% of maintenance and repairs. LEASE AND USE AGREEMENT Young Arena This Lease and Use Agreement (the "Agreement") is entered into as o / 2014, by and between Waterloo Black Hawks Hockey, LLC, an Iowa limited liability company ("WBH"), and the City of Waterloo, Iowa, a municipal corporation operating by and under the laws of the State of Iowa, which necessarily includes the Leisure Services Commission and Young Arena (collectively, the "City"). RECITALS WHEREAS, the City of Waterloo owns a public multi -use complex known as Young Arena; and WHEREAS, WBH owns and operates a hockey team known as the Waterloo Black Hawks and desires to lease Young Arena from the City of Waterloo; and WHEREAS, the City acknowledges the significant economic and entertainment value that WBH contributes to the City of Waterloo and the residents of the Cedar Valley, and the parties acknowledge that a constructive and mutually beneficial working relationship between the parties is essential to the continued economic viability of both WBH and Young Arena; and WHEREAS, in order to improve the environment for hockey in the City of Waterloo, WBH will reinvest net revenues into the hockey program and related facilities; and WHEREAS, WBH and the City desire that this Agreement shall set forth their full and complete understanding of the terms and conditions under which WBH will schedule and play the home games, hold practices, conduct other ice activities, conduct other business in the premises, and occupy certain portions of said facility on a year round basis. NOW, THEREFORE, FOR AND IN CONSIDERATION of the use of the premises, the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, WBH and the City, each intending to be legally bound, do hereby mutually agree as follows: L DEFINITIONS (1) Arena - The term "Arena" shall mean the building commonly known as Young Arena, located at 125 Commercial Street, Waterloo, Iowa 50701. (2) Hockey Season - The term "Hockey Season" shall mean and include at least twenty-eight (28) regular season games as scheduled by the League and any all-star, play-off or post -season games, and pre -season games. The parties contemplate that the season will begin in September of each year and end in April or May of the following year, the exact date being dependent upon the League schedule and whether WBH participates in any play-off or post -season games. (3) League - The term "League" shall mean and include the United States Hockey League, or any successor or substitute association of hockey teams to which WBH may hereafter belong or Page 1 become affiliated. City approval is necessary prior to any league modifications or transformations. (4) Hockey Game - The term "Hockey Game" shall mean pre -season, regular season, and post - season events of the Waterloo Black Hawks as scheduled by the League. (5) Team Merchandise & Novelties - The term "Team Merchandise & Novelties" shall mean any and all articles of clothing as well as any and all items such as pennants, posters, buttons, sticks, pens, mugs, etc., which bear the name and/or logo of the hockey club owned by WBH, and the name and/or logo of the League. TERM; OPTION TO RENEW (1) The term of the Agreement shall commence as of September 1, 2014 and expire on May 31, 2016. WBH shall have the conditional option to renew this Agreement for an additional five (5) years, subject to City's consent. By March 31, 2016, WBH shall exercise its option to renew by giving written notice of that intent to City. Promptly thereafter, the parties will, in good faith, evaluate the financial performance of the terms of this Agreement and determine whether any modifications of the terms are necessary to maintain the relationship on a fair and sound financial footing. Any modifications shall be set forth in writing as an amendment to this Agreement to be effective for the renewal term. (2) Continuation. Continued possession beyond the expiration date of the term of the Agreement, and absent a written agreement by both parties for an extension of the Agreement or for a new lease, shall constitute a month-to-month extension of the Agreement. M. USE OF PREMISES (1) The City leases Young Arena to WBH for the purpose of regularly scheduled Hockey Games, practice sessions, and try -out camps during each year of this Agreement, and for no other purpose whatsoever without the prior written consent of the City. (2) WBH shall be the exclusive hockey club of Young Arena. WBH shall have first right to schedule practice and game times in the facility, provided that the parties shall cooperate in scheduling a limited number of major wrestling or other special events, and City will provide advance notice to WBH of such events in connection with WBH's scheduling process for the following season. (3) WBH shall have the exclusive right to occupy and/or use certain areas of the Arena on a year-round basis, and WBH shall be responsible for securing same. The areas are limited to the following: (i) WBH business office and ticket office (ii) WBH equipment storage room and two additional storage rooms (iii) WBH coach and assistant coach offices (iv) WBH locker room and cardio room (v) WBH team room (vi) Laundry room Page 2 (vii) WBH souvenir store known as the Hawk's Nest (viii) One additional souvenir store and two (2) additional concession areas on the upper level in area as shown on plans to which the parties mutually agree (ix) Video and audio equipment storage and production rooms located on the main concourse. (4) WBH shall be permitted the use and occupancy of the following areas within the Arena during WBH events: (i) the Arena (ii) Visiting team locker rooms (iii) First aid room / video room (iv) Game official's dressing room (5) Ice time shall be made available to Black Hawks three (3) times during the Hockey Season for thirty (30) minutes before or after a Hockey Game (not including Zamboni time) at no additional charge. (6) Ice shall be made available during the months of June through August for WBH try -out camps, on dates to be mutually agreed upon with the City at least forty-five (45) days in advance of the date of use. (7) The City is permitted to make use of WBH's video board for events at the Arena other than Hockey Games, provided that the City is responsible for costs charged by WBH's third - party operator for such uses by the City or its permitees. WBH will pay 80% and the City will pay 20% of all costs and expenses of maintaining and repairing the Daktronics video board and related components, unless said maintenance or repair is necessary due to the sole negligence of one of the parties, and then that party shall be solely responsible for the cost of the maintenance or repair. All costs of operation, with the exception of utilities, for Hockey Games and other uses by WBH shall be the responsibility of WBH. IV STAFFING AND SERVICES (1) WBH shall furnish off-duty uniformed police officers at each Hockey Game. The City agrees to pay 50% of the fees. WBH shall also furnish at least one employee or intern to be present for support purposes at each Hockey Game, at least one hour before the game, and after the game until the visiting team has left the premises. (2) The City shall provide the following services in connection with WBH's use of the Arena: ice in good and suitable condition for the performance of hockey, as determined by Young Arena staff, WBH staff, and USHL Director of Hockey Operations; boards in good and suitable condition for the performance of hockey, meeting the most current operating standards of the USHL and USA Hockey. If replacements or upgrades are necessary, the parties will negotiate an agreement to share the cost. proper on -ice marking for lines and face-off circles; electrical light, heat, and air conditioning; janitorial services inside the building; reasonable snow and ice removal outside of the building. Page 3 If WBH has a complaint or issue to address with respect to any of such services, it shall notify City's Arena staff in writing within two (2) business days after such complaint or issue arises, and City staff shall respond to such notice as soon as reasonably possible. If WBH is not satisfied with the response of City staff, WBH may appeal within five (5) business days by notifying City's Young Arena Committee, which shall respond within five business (5) days. If WBH is not satisfied with the response of said Committee, the parties shall engage the services of a mutually agreed upon consultant with professional credentials and expertise in the area of dispute, the cost of which shall be shared equally between the Parties. The findings of the consultant shall be presented to the Arena Staff, Young Arena Committee and the WBH. The parties shall agree to implement the findings and recommendations of the designated consultant and will equally share the costs of implementation. (3) WBH will pay 50% of actual expenses incurred by City for laundry expenses, including but not limited to detergent and cost of washer and dryer repairs and maintenance, payable within thirty (30) days after billing by City. (4) WBH will pay $100.00 per month for unlimited use of the ozone air -purifying machine, payable in advance on or before the first day of each month. V. PARKING WBH shall have free and uncontrolled access to all City owned parking facilities within 2,000 feet of Young Arena, beginning two (2) hours prior to start of any WBH home game and concluding one (1) hour after the conclusion of the game, subject to the right of the Center for the Arts to control its parking areas in connection with special events and the SportsPlex to control its parking areas in connection with special events or, to a lesser extent, the needs of its regular patrons. WBH have the right to receive all parking revenues from use of the Young Arena lot. WBH shall provide the personnel needed to operate parking areas. VL PRACTICE Practice ice shall be made available Monday through Friday from 1:00 p.m. through 3:00 p.m. at a rate of $66.00 per hour during the Hockey Season. Payment shall be remitted to City within thirty (30) days after the end of each month. VII. SCHEDULING (1) The WBH hockey club is the primary tenant of the Arena and shall have first right to schedule game dates and practice times in Young Arena. (2) WBH understands and agrees that any additional dates, times and/or rates concerning the use of Young Arena must be separately negotiated with the City. Page 4 (3) The City reserves the right to change the date of a Hockey Game, subject to notifying WBH in writing sixty (60) days in advance of the Hockey Game. The City shall assist in advertising any date change for a Hockey Game. (4) The following persons shall be authorized to schedule ice time and make any cancellations to bind WBH: President, Chief Operations Officer, Head Coach or the Head Coach's designee. VIII. SIGNS (1) WBH is authorized to sell advertising in all public areas inside the Arena. WBH shall retain all revenues derived from such sales. Signs to include but not be limited to: (i) Dasher boards (ii) On -ice logos (iii) Back -lit signs (iv) Scoreboard (v) Ice resurfacer(s) (vi) Restroom walls (but no restroom wall advertising until 80% of dasher board signage is sold and in place) (vii) Press box (viii) Arena concourse walls (ix) Main north facing exterior window and door surfaces and main entrance g ass, provided that such signs comply with the ordinances of the City of Waterloo and further subject to Young Arena Committee approval, the approval of which shall not be unreasonably withheld. (2) WBH will bear all costs associated with the production, implementation and maintenance of all signage. (3) The City shall advertise each WBH Hockey Game in and on any advertising medium controlled by Young Arena, including calendar of events, marquee, etc. IX. BROADCAST RIGHTS (1) WBH shall have the exclusive rights to broadcast, televise and cablecast all events which may be scheduled, promoted and held by WBH in Young Arena during the term of the Agreement and shall retain all revenues which may be generated thereby. (2) WBH may use the press boxes and/or other agreed upon areas for the purposes set forth in the above paragraph. (3) Except for any costs incurred by the City, there will be no fees for radio or television broadcasts that originate from the Arena. (4) Telephone bills for radio broadcast out of Young Arena are to be directly billed to WBH, and WBH shall make all necessary arrangements to that end with the telephone company. Page 5 X. CONCESSF NS (1) Except as set forth in this Section X, the City shall have the exclusive right to operate any and all Concessions in the Arena and on the Arena grounds. For purposes of this Section X, "Concessions" means all sale and offering of food and beverages of any kind, including but not limited to hot food, packaged food, snacks, candies, and alcoholic and non-alcoholic beverages, whether provided through restaurants, catering, vending machines, or otherwise. (2) Except as set forth in this Section X, WBH shall not sell or give away any Concessions without prior written approval from the City. Such items, whether purchased or provided as special promotion by corporate sponsors, when approved by the City are to be given away and not charged to patrons. (3) WBH shall be allowed to hold four (4) outdoor tailgate parties that include food and beverage provided by WBH each Hockey Season. WBH shall be responsible for obtaining all permits and insurance therefor, and for proper cleanup and trash disposal thereafter. City approval shall be necessary prior to these events, the approval of which shall not be unreasonably withheld. If WBH sells food or beverages at a tailgate party, it shall be deemed a Concession area subject to the revenue sharing provisions of Section X(6) below. (4) WBH may construct two (2) Concession areas. Area 1 (which will occupy the current Party Town Outfitters location) will be designated for the operation of a sponsor -themed bar or lounge facility serving alcoholic beverages. Area 2 (which is the current concession area in the northeast portion of the upper level of the Arena) will be designated as a sponsor -themed food and beverage concession. All designated WBH concession areas will be operated in accordance with plans and specifications as agreed by the parties, the agreement to which shall not be unreasonably withheld. WBH shall be responsible for all costs and expenses of any type or nature in any way relating to construction, maintenance, repair, upkeep, renovation and operation of such areas, including but not limited to utilities, trash disposal, and cleanup. If modifications are necessary to plumbing, electrical, or other systems outside of the Concession areas in order to accommodate the Concession area improvements, WBH shall be responsible for all related costs and expenses. All Concession area improvements shall be constructed according to applicable federal, state and local building codes and shall comply with all applicable City ordinances and other applicable law. WBH shall coordi I ate with the City for access, scheduling, and other aspects of constructing the Concession areas. WBH's work of construction shall not interfere with the City's operation of its own Concession areas or of the Arena in general. (5) WBH shall operate its Concession areas in compliance with all local and state laws and regulations governing public health, sanitation, the sale of food and beverages, and alcohol licensing. City shall provide reasonable cooperation in the processing of WBH's alcohol licensing applications at the local and state levels. The offer or sale of Concessions of any type is subject to the terms and limitations of any prior vending agreements applicable to the Arena. At present, Pepsi Beverages Company has exclusive rights to offer and sell (a) carbonated and non -carbonated non-alcoholic beverages (other than fresh brewed hot coffee, hot chocolate and milk) distributed in pre-packaged form such as bottles and cans and (b) snack food products distributed under trademarks of Frito-Lay, Inc. and its affiliated companies, and snack food Page 6 products of the same type. WBH may sell Concessions only in the designated Concession areas in connection with Hockey Games and at no other time or location in the Arena. Neither party may sell alcoholic beverages of any kind after the end of a Hockey Game. If WBH sells the same beer or other beverages in the Concession areas that the City sells elsewhere in the Arena, the price shall be no less than the price charged by the City, except that solely during the hours of 6:00 p.m. until 6:45 p.m. food and alcoholic beverages may be sold at WBH's Concession areas at a price below the price charged by the City -run concessions. WBH may not sell the same types of food items as the City sells, and WBH's alcohol license shall not interfere with the City's ability to sell alcohol anywhere in the Arena or with the ability of patrons who purchased alcohol from a City -run Concession stand to carry such alcohol anywhere in the Arena. WBH or its third -party operator may not sell alcoholic beverages from Concession Area 2 other than what is allowed under a beer or wine permit. (6) WBH shall pay to the City ten percent (10%) of all gross food and beverage products sales revenues that WBH receives in connection with operation of its Concession areas during regular season and play-off Hockey Games„ provided, however, that with respect to such revenues derived from the operation of Concession Area 2, WBH shall pay to the City twenty percent (20%) of all gross sales revenues from alcohol sales and ten percent (10%) of gross sales revenues from food sales. Said payment shall be remitted monthly. (7) The City shall pay to WBH ten percent (10%) of all gross sales revenues that the City receives from Concession sales conducted by the City during regular season and play-off Hockey Games. Said payment shall be remitted monthly. The City's duty to make payments under this paragraph shall not commence until WBH has begun to sell food and beverages from its Concession areas. XL P 1 GRAMS (1) WBH shall have the exclusive rights and retain all revenues generated from any publications (including programs, yearbooks, scorebooks) which it may sell on the Arena premises. (2) The City shall provide space for WBH to sell programs at each game. 41 TEAM MERCHANDISE AND NOVELTIES (1) WBH has the exclusive right to sell Team Merchandise & Novelties and to retain all profits from such sales. (2) The City shall provide space for WBH to sell Team Merchandise & Novelties at each game, hilt RENTAL; ¥EES (1) WBH agrees to pay the City $175.00 for each regular season Hockey Game at Young Arena. For attendance between two thousand seven hundred (2,700) and three thousand five hundred (3,500), no game fees may be charged. There shall be no game fees for exhibition/ pre -season and playoff games held at Young Arena. A $1,000.00 rebate will be issued to Page 7 WBH for each Waterloo Black Hawks playoff game held at Young Arena. Payments for regular season games are due in advance on or before the first day of each month in which a game is scheduled. Rebate payments will be made to WBH within thirty (30) days after conclusion of WBH's post -season games. (2) WBH agrees to pay the contracted ice user rate for all try -out camps and youth hockey camps, payment to be made within thirty (30) days after conclusion of each camp. (3) WBH agrees to pay a monthly rental fee of $300.00 for the combined use of the following, due and payable in advance on or before the first day of each month during the term of this Agreement: (i) WBH business office and ticket office (ii) WBH equipment storage room and two additional storage rooms (iii) WBH coach and assistant coach offices (iv) WBH locker room and cardio room (v) WBH team room (vi) Laundry room XWo PAYMENT PROCE I MES (1) The procedures set forth in this Section XN shall apply to any obligation of payment under this Agreement that one party has to the other. Within ten (10) days following the end of each month, each party shall deliver to the other an itemization showing all amounts payable by such party, or chargeable by such party to the other party, with respect to the month just ended. As to revenue sharing for Concessions, within the same time each party shall deliver to the other a point-of-sale report or, if such a report is not available, a summary of Concession sales, in either case to itemize sales at least by category. The parties shall promptly cooperate and confer to address any concerns or discrepancies so that payment can be made in accordance with paragraph (2). (2) Within sixty (60) days after the end of each month, following evaluation of the reports and information exchanged pursuant to paragraph (1), the party that has a net payment obligation to the other party for the preceding month shall remit payment in full to the other party. The intent is that a single check will generally be written each month to cover the mutual financial obligations of both parties in order to reduce the parties' administrative burdens. (3) Each party shall have the right, at its own expense, to audit, inspect, and copy the books and records of the other, and/or to receive copies of any of invoices or receipts, with respect to any receipt, cost, or item which is included in calculations under Article X, upon 10 days advance written notice by the other party. This right may be exercised only once per month. (4) Unless expressly stated to the contrary elsewhere in this Agreement, all payments are due and owing no later than sixty (60) days after the end of the month from which the payment obligation arose. Any sum owed by one party to the other that is not paid by the due date thereof shall bear interest at the rate of eighteen percent (18%) per annum, compounded monthly, until paid. Page 8 XV. INSURANCE (1) WBH shall secure at its own expense and provide the City a certificate of insurance naming the City as an additional insured and obtaining a comprehensive public liability insurance policy for bodily injury or death in the minimum amount of $2,000,000 for one person, one occurrence, and $2,000,000 for two (2) or more people on any one occurrence, and property damage in the amount of $2,000,000 per occurrence. The certificate of insurance shall be provided within thirty (30) days of the effective date of this Agreement and shall provide for thirty (3 0) days' advance notice to City before cancellation. A renewal certificate shall be provided to City prior to expiration of any policy. (2) WBH shall provide proof of financial responsibility by the existence of a dram shop liability insurance policy as required by law (which coverage may be included in liability coverage required by paragraph (1) above) in the minimum amount of $2,000,000 per occurrence. If WBH or operators of its concession areas will serve alcohol other than beer or wine, the minimum coverage amount shall be $3,000,000 per occurrence. Certificates or copies of said policies, providing for thirty (30) days' advance notice to the State of Iowa before cancellation, shall be delivered to City before WBH serves or sells any alcoholic beverages in the Arena. A renewal certificate shall be provided to City prior to expiration of any policy. The indemnity provisions of Section XVI(1) shall also apply with respect to any and all loss, cost, damage, and expense occasioned by, of arising out of, any claim relating to alcoholic beverages dispensed in WBH's concession areas. WBH shall provide to City proof of all licenses required by law prior to the conducting of any service or sale of alcoholic beverages. Lessee agrees to assume all liability for any and all claims and/or causes of action at law or equity or otherwise which may arise from the dispensing of alcoholic beverages in or through WBH's concession areas. XVI. INDEMNIFICATION (1) WBH shall defend and hold the City, its officers, employees and agents harmless from and against any and all liability, loss, expense (including reasonable attomey's fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of WBH, its officers, agents, or employees. (2) The City shall defend and hold WBH, its officers, employees and agents harmless from and against any and all liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attomey's fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Young Arena and the City, its officers, agents, or employees. Page 9 XVII.'1'ERMINATFNT/DEFAULT (1) This Agreement shall automatically terminate upon expiration of the original term or any renewal term. (2) In the event that any dispute arising between the parties hereto with respect to the subject matter herein contained cannot be resolved amicably by the parties after reasonable and diligent effort, notice of said default shall be given in writing to the defaulting party, and it shall have thirty (30) days from receipt of such notice within which to correct such default. If the parties fail to agree on the existence, extent or correction of an alleged event of default, then the same shall be submitted for arbitration to an organization licensed in Iowa providing such services as mutually agreed upon. The parties shall select from a list of arbitrators provided by the organization, each having the opportunity to reject names on the list until such time as one name is left. This name would then be the arbitrator selected to resolve the dispute. (3) Either party may use any other remedies available to it under applicable law. These remedies will be applied, to the extent allowed by law, cumulatively. No delay in exercising any right or remedy shall operate as a waiver of any right or remedy or modify the terms of this Agreement. (4) If either party institutes any suit or action to enforce its rights hereunder, the successful party in such suit or action shall be entitled to recover from the other whatever sum the court may award as reasonable attorneys' fees in such suit or action and in any appeals therefrom. XVffi. ASSIGNMENT; SUBLEASE Neither this Agreement, nor the rights, privileges, duties nor obligations of the parties hereunder, may be assigned or delegated without the prior written consent of the other parties; and such consent will not be unreasonably withheld. WBH may sublease the premises on a temporary, short-term basis, but only with the prior written consent of City and only if the sublessee agrees in writing to be subject to all of the terms and conditions of this Agreement that are applicable to WBH. XVIX OPERATIONS REVIEW Between April 15 and May 15 of each year of the Agreement, WBH and City will meet to review the previous year's operation, including but not limited to the following: (1) seating (2) parking (3) advertising (4) ice surface area and condition (5) accommodations - locker rooms, office areas, etc. The purpose of this review is not to change the terms of this Agreement, but rather to address annually the legitimate concerns of each party and to jointly resolve those concerns to the extent Page 10 practical. If the concems of each party cannot be satisfactorily resolved, the dispute will be resolved according to Section XVII(2) above. . NOTICE Any and all notices required or permitted to be given hereunder shall be deemed given when actually received, if delivered personally, or two (2) business days after mailing if mailed by U.S. registered or certified mail, postage prepaid, and addressed as follows: (1) WBH Waterloo Black Hawks Hockey, LLC Attn: P.K. O'Handley 125 Commercial Street Waterloo, IA 50701 (2) City of Waterloo Mayor City of Waterloo 715 Mulberry St. Waterloo, IA 50703 With copy to: Young Arena Attn: Chris Dolan (or successor facility manager) 125 Commercial St. Waterloo, IA 50701 XXI. GENERAL TERMS (1) Nothing in this Agreement shall, or shall be deemed or construed to, create or constitute any joint venture, partnership, agency, employment, or any other relationship between the City and Company nor to create any liability for one party with respect to the liabilities or obligations of the other party or any other person. (2) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. (3) If any provision of this Agreement shall be waived or be determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unaffected thereby and shall remain binding and in full force and effect. (4) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter herein contained. There are no agreements or understandings between the parties hereto, whether oral or written, regarding the subject matter hereof, which have not been embodied herein or incorporated herein by reference. This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns. It may not be modified or amended except in a written instrument signed by the parties. Page 11 IN WITNESS WHEREOF, the parties have entered into this Lease and Use Agreement by their duly authorized representative as of the date first set forth above. CITY OF WA'FEM. O, IOWA By: west G. Clark, Mayor Attest: t. Suzy Scharks, City Clerk STATE OF IOWA ) ) ss. BLACK HAWK COUNTY ) Acknowledged before me on December 2 , 2014 by Ernest G. Clark and Suzy Schares, as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa. Debnne Kobliska COMMISSION NO. 763995 MY COMMISSION EXPIRES 7'---/ Page 12 WATERLOO m LACK HAWKS OCKEY, LLC By: Title: STATE OF IOWA ) ss. BLACK HAWK COUNTY ) Acknowledged before me on December , 2014 by as of Waterloo Black Hawks Hockey, LLC. Notary Public Page 13