HomeMy WebLinkAboutWaterloo Black Hawks Hockey Lease and Use Agmnt -8/14/2017LEASE AND USE AGREEMENT
Young Arena `r
This Lease and Use Agreement (the "Agreement") is entered into as of Ust (i , 2017,
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:
I. DEFINITIONS
(1) Arena - The term "Arena" shall mean the building commonly known as Young Arena,
located at 125 Commercial Street, Waterloo, Iowa 50701.
(2) Beverage Stands — The term "Beverage Stands" shall mean portable stations, owned by
the City, for sale of beer or other beverages.
(3) Concessions — The term "Concessions" means all sale and offering of (a) food of any kind,
including but not limited to hot food, packaged food, snacks, and candies, and (b) all pre-packaged
non-alcoholic beverages, whether provided through restaurants, catering, vending machines, or
otherwise.
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(4) Hockey Game - The term "Hockey Game" shall mean pre -season, regular season, and post -
season events of the Waterloo Black Hawks at the Arena as scheduled by the League.
(5) 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.
(6) 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
become affiliated. City approval is necessary prior to any league modifications or
transformations.
(7) 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.
(8) Watch Events — The term "Watch Events" shall mean WBH-sponsored events at the
Arena for public video display of sporting events other than Hockey Games.
(9) WBH Concessions — The term "WBH Concessions" shall mean the sale and offering of
alcoholic beverages by WBH in the Arena, including non-alcoholic beverages that may be
incorporated into mixed alcoholic drinks.
II. TERM; OPTION TO RENEW
(1) The term of the Agreement shall commence as of August 1, 2017 and expire on May
31, 2020. WBH shall have the conditional option to renew this Agreement for an additional term
of two (2) years, subject to City's consent. By April 15, 2020, WBH shall exercise its option to
renew by giving written notice of that intent to City.
(2) Continued possession by WBH beyond the expiration date of the term of the Agreement,
or any renewal term, 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.
III. USE OF PREMISES; IMPROVEMENTS
(1) The City hereby leases the Arena to WBH for the purpose of conducting regularly
scheduled Hockey Games, practice sessions, try -out camps and such other purposes and events
as are expressly described in 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
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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. WBH shall be entitled to retain all revenues from ticket sales for Hockey
Games and Watch Events.
(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;
(vii) WBH souvenir store known as Party Town Outfitters;
(viii) WBH "Cold Zone" lounge area;
(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) WBH shall be permitted use of City's coolers and freezers for storage of concessions
inventory. The parties shall confer as necessary to determine allocation of such storage spaces,
which may vary from time to time based on the parties' needs.
(6) 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.
(7) Ice shall be made available during the months offline through August for WBH try -out and
youth camps, on dates to be mutually agreed upon with the City at least forty-five (45) days in
advance of the date of use, at the cost provided for in Section XIII(3).
(8) 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.
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(9) WBH may, at its option and its sole cost and expense, construct the following new
features in and to the Arena: (a) up to two private suites for group or corporate use, (b) an
expansion of the Cold Zone into the area above the box office and foyer, and (c) a "foundation
room" as a second floor above the addition. All improvements shall be constructed in
accordance with all applicable City, state, and federal building codes and shall comply with all
applicable City ordinances and other applicable law, including but not limited to building permits
and inspections. Before beginning construction, WBH shall submit detailed plans to City for
review, comment and approval. All goods, materials and fixtures incorporated into the
improvements, and the improvements themselves upon completion, shall be the property of City,
and WBH shall be deemed to have made a gift of same to City.
IV. STAFFING AND SERVICES
(1) WBH shall furnish two off-duty uniformed police officers and one paramedic or EMT at
each Hockey Game. The City agrees to reimburse WBH for 50% of the monthly fees. WBH
shall also furnish up to eight (8) hosts/ushers for general support purposes at each Hockey Game.
One representative of WBH will be on premises 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:
(i) ice in good and suitable condition for the performance of hockey, as determined by
Young Arena staff, WBH staff, and United States Hockey League (USHL) Director
of Hockey Operations;
(ii) 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.
(iii) ice installation, including logo placement and proper on -ice marking for lines and
face-off circles;
(iv) water, electrical light, heat, and air conditioning;
(v) routine janitorial services inside the building and facility cleanup following all
Hockey Games;
(vi) waste disposal;
(vii) ammonia ice plant repairs and preventive maintenance;
(viii) ice surfacer repairs and preventive maintenance;
(ix) reasonable snow and ice removal outside of the building.
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.
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(3) WBH will make its team trainer and team physician available to attend to medical
emergencies that occur during Hockey Games, including the time before and after each game.
(4) At least fourteen (14) days before the first exhibition game for a Hockey Season, the parties
will work out a general template for a typical game -day schedule, including starting and ending
times for alcohol sales. The template will be adjusted as necessary in light of experience and the
needs of the parties, and it will be re-evaluated annually before each Hockey Season.
(5) 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.
(6) 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.
(7) To facilitate WBH's opportunities for alcohol beverage sales as provided in this
Agreement, City will make available for WBH's use, at no extra charge to WBH, the City's beer
sales equipment, walk-in cooler, and internet wiring for sales by credit card. WBH will be
responsible to arrange for its own intemet service to enable credit transactions through WBH's
own financial institution.
V. PARKING
(1) WBH shall have free and uncontrolled access to all City owned parking facilities within
2,000 feet of the Arena, at no charge, 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.
(2) WBH have the right to receive all parking revenues from use of the Arena lot. WBH
shall provide the personnel needed to operate parking areas.
(3) Beginning up to two (2) hours before the start of any WBH home game, WBH may
control access to the Arena lot and administer a reserved -parking program in the Arena lot for
Hockey Games. The program will be developed and operated in cooperation with City
personnel to minimize its impacts on patrons of the Arena who may be using the Arena for
legitimate purposes before a Hockey Game.
VI. PRACTICE
Practice ice shall be made available Monday through Friday from 1:00 p.m. to 3:00 p.m. and
on weekday game days from 10 a.m. to 11 a.m. at a rate of $66.00 per hour during the
Hockey Season. WBH may schedule additional practice ice time at the hourly contracted
user rate. City will cooperate with WBH in making morning ice time available on a short -
duration, occasional basis consistent with past practice at no extra cost. If future school
district or USHL requirements require changes in practice times, City and WBH will confer
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in good faith about reasonable changes in availability of practice ice. City will bill WBH
only for time actually used. 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 the Arena.
(2) WBH shall have the option to schedule Watch Events, subject to other Arena events and
activities previously scheduled. WBH will give City no less than 14 days' advance notice of a
Watch Event to allow City to confirm that the schedule is clear and to arrange for suitable
support services. Because the scope and needs of each Watch Event may vary, in advance of
each Watch Event the parties will negotiate a reasonable fee for City's support services. For
any other use of the Arena, WBH understands and agrees that any additional dates, times and/or
rates must be separately negotiated with the City.
(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 unti180% 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 glass,
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 the Arena, including calendar of events, marquee, etc.
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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 the 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 the Arena are to be directly billed to WBH, and
WBH shall make all necessary arrangements to that end with the telephone company.
X. CONCESSIONS AND BEVERAGES
(1) Except as otherwise expressly set forth in this Agreement, City shall provide and operate
all Concessions at all events in the Arena, including but not limited to Hockey Games and
Watch Events, and retain all revenues therefrom, and WBH shall provide and operate the WBH
Concessions during all Hockey Games and Watch Events and retain all revenues therefrom.
WBH shall provide reasonable promotion of Concessions on the video board during Hockey Games
and Watch Events. City shall have the exclusive right to sell Concession items through vending
machines. City will give reasonable consideration to suggestions and input from WBH and its
patrons about the Concessions menu and offerings and the pricing of same.
(2) On a limited basis, WBH may serve or sell Concessions from the Cold Zone area,
including special promotions by corporate sponsors or sponsor -themed novelties, upon giving at
least seven (7) days' advance written notice to City. WBH shall pay over to City all proceeds
that WBH receives in connection with such Concession sales.
(3) Each Hockey Season, WBH shall be allowed to hold outdoor tailgate parties that include
entertainment, food and beverage provided by WBH or its sponsors. 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.
(4) Inside the Arena during Hockey Games, Watch Events, and other authorized events,
WBH may sell alcoholic beverages from the Cold Zone, from up to three (3) Beverage Stands,
and from one (1) Beverage Stand at the hospitality area in connection with reserved events in
such space as provided in paragraph (5) below. WBH shall be responsible for all costs and
expenses of any type or nature in any way relating to maintenance, repair, upkeep, renovation
and operation of Beverage Stands. If modifications are necessary to plumbing, electrical, or
other systems outside of the Beverage Stands in order to accommodate improvements relating to
the Beverage Stands, WBH shall be responsible for all related costs and expenses and shall not
proceed with work until the plans and specifications therefor have been approved by the City.
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All Beverage Stand 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 coordinate with the City for access, scheduling, and other aspects of
constructing or remodeling the Beverage Stands. 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) Upon seven (7) days' advance notice to City and subject to prior booking, WBH may
reserve the Budweiser hospitality area at the east end of the ground floor during Hockey Games
and Watch Events for group parties, for a fee of $100 per night City will provide personnel to
set up and tear down any furniture, furnishings or equipment needed for the event.
(6) The parties agree that WBH's Cold Zone area may be reserved for group events during
Hockey Games and Watch Events and for up to two (2) hours before Hockey Games. WBH
may also reserve said area for supervised private group functions on non -game nights, upon
fourteen (14) days' advance notice to City and subject to non -conflict with other events at the
Arena. For functions on non -game nights, WBH shall pay City a fee of $150, and City will
provide customary custodial services for restrooms and areas outside of the Cold Zone.
(7) All non-alcoholic beverages offered or sold in the Cold Zone, private suites, and the
Budweiser hospitality suite shall be provided by City, except for non-alcoholic beverages
incorporated into mixed drinks. WBH will promote City as the preferred concessionnaire for
events in the Budweiser hospitality suite, and for events in the Cold Zone, private suites,
foundation room, and tailgate events the City's Concessions will be among a menu of catering
options available to event organizers. City shall at all times be free to offer Concessions for sale
to attendees of private events. WBH representatives will serve as the sole point of contact
between City and event organizers for coordination of Concession offerings and matters relating
thereto.
(8) WBH shall operate WBH Concession areas and Beverage Stands in compliance with all
local and state laws and regulations governing public health and sanitation, the sale of alcoholic
beverages, and alcohol licensing, as applicable. City shall provide reasonable cooperation in the
processing of WBH's alcohol licensing applications at the local and state levels.
(9) WBH may sell alcohol only in the Cold Zone and in designated Beverage Stands in
connection with Hockey Games and at no other time or location in the Arena, except as
provided in paragraph (10) below. WBH shall not sell alcoholic beverages of any kind from any
location after the end of a Hockey Game, except for sales in the Cold Zone for no more than 30
minutes after a Hockey Game.
(10) In addition to other authorized events, WBH may offer alcoholic beverages for sale from
Beverage Stands at other events in the Arena that are scheduled by the City, if requested by City
upon at least 14 days' advance notice to WBH and upon payment of a vendor fee to be
negotiated between the parties that is appropriate to the event. If instead City chooses to offer
beer or wine for sale itself at such events, WBH agrees to temporarily vacate its alcohol license
for the event so that City can obtain its own license for the event. City will reimburse WBH for
any fees assessed to WBH by the State of Iowa in connection with vacating or reinstating
WBH's license in such circumstances.
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(11) The parties will cooperate in good faith to develop and carry out joint promotional
ventures, such as but not lirnited to offering sponsor promotional items and providing pre -game
specials for season ticket holders. Each season, City agrees to offer discounted Concessions on
five (5) regular season game dates that the parties will mutually determine, including special
pricing on hot dogs, popcorn and soft drinks. Each season, City will also offer an affordable
"family four pack" option on up to ten (10) regular season game dates.
(12) For the 2017-2018 hockey season, City agrees to honor WBH's existing contract for a
third -party vendor to sell branded food items from a location in the Arena during Hockey
Games. City and the vendor will work together to provide a suitable location for said food
sales. City will retain all revenues derived from such sales.
(13) The offer or sale of non-alcoholic beverages of any type is subject to the tell and
limitations of any prior vending agreements applicable to the Arena. At present, Pepsi
Beverages Company has exclusive rights to offer and sell 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.
XI. PROGRAMS
(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 Hockey Game.
XII. 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
Hockey Game.
XIII. RENTAL; FEES
(1) WBH will pay City a base fee of $75,000 per Hockey Season for rental of Arena facilities
as set forth in this Agreement. Because the tem' of this Agreement involves three Hockey
Seasons but does not involve three full fiscal years, for the avoidance of doubt the following
monthly fees are payable with respect to each fiscal year:
8/01/17 — 6/30/18
7/01/18 — 6/30/19
7/01/19 — 5/31/20
$6,818.18
$6,250.00
$6,818.18
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In the alternative, WBH may pay the monthly fees in equal amounts of $6,617.65 over the 34 -
month initial term of this Agreement. In any renewal tetm, the monthly fee shall be $6,250.00.
The monthly rental fee is payable in advance on or before the first day of each month during the
term hereof. No later than August 1, 2017, WBH shall also pay in full all invoices from City that
have been outstanding for more than thirty (30) days.
(2) WBH agrees to pay the contracted ice user rate for all try -out camps and youth
hockey camps, not to exceed $175 per hour for the 2017-2020 hockey seasons. Payment will be
made within thirty (30) days after conclusion of each camp. For pre -season orientation camp,
WBH will pay the rate provided for in Section VI.
(3) WBH shall pay such other fees as are provided for in other sections of this Agreement.
XIV. PAYMENT PROCEDURES
(1) The procedures set forth in this Section XIV shall apply to any obligation of payment
under this Agreement that one party has to the other. The base rental fee shall be paid in
advance, on or before the first day of each month during the term of this Agreement. All other
fees shall be paid in arrears as provided in this Section XIV.
(2) Within fifteen (15) 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, other than base rental fees. The parties
shall promptly cooperate and confer to address any concerns or discrepancies so that payment
can be made in accordance with paragraph (3).
(3) Within sixty (60) days after the end of each month, following evaluation of the
information exchanged pursuant to paragraph (2), the party that has a payment obligation to the
other party for the preceding month shall remit payment in full to the other party.
(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.
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 (30) 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
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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 by WBH. WBH shall provide to City proof of all licenses required by law prior to the
conducting of any service or sale of alcoholic beverages. WBH 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 by WBH, its employees or agents.
XVI. INDEMNIFICATION
(1) WBH shall defend, hold harmless and indemnify the City, its officers, employees and
agents, 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 or the
activities of WBH, its officer, agents or employees, on or about the Arena or the Arena parking
lot, 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) To the extent permitted by applicable law, City shall defend, hold hauuless, and
indemnify 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 or the activities of City, its officers, agents or
employees, on or about the Arena or the Arena lot, 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 the City, its officers, agents, or
employees.
XVII. TERMINATION/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.
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(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 or
arbitrator may award as reasonable attorneys' fees in such suit or action and in any appeals
therefrom.
XVIII. ASSIGNMENT; SUBLEASE
Except as set forth herein, 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 party; and such consent will not be unreasonably withheld. WBH may
assign this Agreement without City's consent to a hockey organization approved by USA
Hockey or the executive committee of the USHL, provided that (a) WBH will notify City as
soon as possible in advance of any such assignment, (b) WBH shall not be released from the
performance of any duty that accrued or was required to be done before the effective date of
assignment, and (c) the assignee shall agree in writing to be subject to all of the terms and
conditions of this Agreement that are applicable to WBH. 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
(1) 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:
(i) seating;
(ii) parking;
(iii) advertising;
(iv) ice surface area and condition;
(v) 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
practical. If the concerns of each party cannot be satisfactorily resolved, the dispute will be
resolved according to Section XVII(2) above.
XX. 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:
Page 12
(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
(l) 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.
IN WITNESS WHEREOF, the parties have entered into this Lease and Use Agreement by their
duly authorized representatives as of the date first set forth above.
[signatures on next page]
Page 13
CITY OF WATERLOO, IOWA
By:
WATERLOO BLACK HAWKS
HOCKEY, LLC
Quentin M. Hart, Mayor ' By:
e, City Clerk
Title:
STATE OF IOWA )
) ss.
BLACK HAWK COUNTY )
Acknowledged before me on , 2017 by Quentin M. Hart and Kelley
Felchle, as Mayor and City Clerk, respectively, of the City of Waterloo, Iowa.
pow
NANCY HIGBY
COMMISSION NO.788229
MY COMM15SION E FIRLs
Liiiii/Th
Notary Public
- " U
STATE OF IOWA )
) ss.
BLACK HAWK COUNTY )
Acknowledged before me on41.4.. / Lf . , 2017 by r• °� - atA)10[)
G 6 Y
as r f e st tl e w of Waterloo Black Hawks
Hockey, LLC.
.6�
y Public
Page 14