UTAH VALLEY CONVENTION CENTER

LICENSE AGREEMENT

EFFECTIVE DATE: WEDNESDAY, OCTOBER 29, 2025

Licensee’s Name (“Licensee”): DIVISION OF CHILD AND

FAMILY SERVICES

State of Formation: Utah

Licensee’s Address: 195 North 1950 West ; Salt Lake City, Utah

84116

Contact Person Name: Chantel Harvey

Contact Email: chharvey@utah.gov

Contact Phone #: 801.368.5199

Facility (“Facility”):

UTAH VALLEY CONVENTION CENTER

220 West Center Street, Suite 200

Provo, Utah 84601

Contact Person Name: Megan Ravsten

Contact Email: mravsten@utahvalleycc.com

Contact Phone #: 801-851-2204

Area(s) of Facility that Licensee may use (“Licensed Premises”) and dates of use, including load in/out, if applicable (“Term”):

DATE(S) START TIME END TIME FUNCTION SPACE SETUP EXPECTED

Tuesday, April

28, 2026

07:00AM 05:00PM Vendor Hall Exhibit Hall C Vendor Tables

~550

12:30PM 05:00PM

General Session Ballroom ABC Crescent Rounds

Staff Room Boardroom Existing Set

Breakouts Ballroom A,B,C

Cascade AB,C,D, E

Classroom /

Theater

Wednesday, April 29, 2026

07:00AM 05:00PM

Vendor Hall Exhibit Hall C Vendor Tables

~550

General Session Ballroom ABC Crescent Rounds

Staff Room Boardroom Existing Set

Breakouts Ballroom A,B,C

Cascade AB,C,D, E

Classroom /

Theater

Base License Fee (“Room Rental”): U.S. $9,500.00

Total Contracted Minimum Costs for the Event:

F&B Minimum of $23,500.00 (the “F&B Minimum”); and the following additional minimum costs (collectively, the “Minimum

Costs”):

A/V Minimum of $8,000.00

Description of event to be held (“Event”): CHILD WELFARE INSTITUTE 2026 CONFERENCE

Expected attendance: 550

Special Terms:

• Rental Includes:

o Meeting Rooms listed above include a one-time room set per room per event day; one (1) skirted registration table; and one (1) skirted head table.

o House lighting, ventilation, and air conditioning provided thirty (30) minutes prior to start time(s) on Event day(s).

o Work lighting provided on move-in and move-out days.

o A one-time daily cleaning of Facility throughout tenancy including uncarpeted aisles, lobbies, and restrooms. Cleaning shall not include individual booths.

• Insurance: Refer to Exhibit A at the end of this document for event insurance requirements. Licensee can provide their own general liability policy or purchase through the Operator at the cost of $1.00 per person. Such insurance, if purchased by Licensee, shall name

Global Spectrum, LP DBA Oak View Group and Utah County, Utah as additional insureds on all liability policies listed thereon, other than the Workers’ Compensation and Employer’s Liability policies.

• Food & Beverage:

o Rental is discounted based on a $23,500.00 F&B Minimum plus current management charge and taxes.

o Operator does not permit any outside food and beverage to be brought onto the Premises.

o Estimate for Food and Beverage based on the grid below. Actual charges will be reflected on the final invoice.

Docusign Envelope ID: 1CC33735-2E7D-4C3C-AF51-BF64E1F3A617

• Audio Visual:

o Rental is discounted based on a $8,000.00 Audio Visual Minimum plus current management charge and tax.

o A 20% in-house AV equipment discount will be provided for equipment requested at least (2) weeks prior to Event start date (i.e., April 14, 2026).

o Estimate for Audio Visual based on the grid below. Actual charges will be reflected on the final invoice.

• Equipment Rental o Up to (2) registration tables with skirts and linens will be provided complimentary.

o 6’x8’ Stage risers: estimated at $60.00 each

▪ Based on the 2025 event, (6) risers will be provided complimentary.

o Lectern packages: estimated at $100.00 each. Each package includes: lectern, lectern microphone, 3-channel audio mixer, laptop audio interface, power to lectern, and access to house speakers. Based on the 2025 event, (7) lectern packages will be provided complimentary.

Service Type Item Price # Items # Days Total Mngmnt

Chrg %

Mngmnt

Chrg $

Tax Exmpt

Total

Tuesday Am Break- Utah Per Diem $5.00 550 1 $2,750.00 22% $605.00 $3,355.00

Wednesday Buffet Breakfast- Utah State Per Diem $18.00 550 1 $9,900.00 22% $2,178.00 $12,078.00

Wednesday Buffet Lunch- Utah State Per Diem $20.00 550 1 $11,000.00 22% $2,420.00 $13,420.00

Wednesday Break - Utah State Per Diem $5.00 550 1 $2,750.00 22% $605.00 $3,355.00

$26,400.00 22% $5,808.00 $32,208.00TOTAL

Qty Days Description Unit Price Line Total

General Session & (3) Breakouts Ballroom ABC

3 2 10000 Lumen Projector Panasonic PT-RZ990LBU 725.00$ 4,350.00$

3 2 8' x 14' Projection Screen - Widescreen 350.00$ 2,100.00$

1 2 Video Splitter 100.00$ 200.00$

1 2 10-channel Mixer 75.00$ 150.00$

3 2 Wireless Microphone Handheld or Lavaliere 150.00$ 900.00$

1 2 Laptop Audio Interface 30.00$ 60.00$

Basic Breakout Projector Package for Cascade Rooms

3 2 Projector Package - 6200 Lumen Projector Panasonic PT-VMZ6ST, Drop Down

Screen or 8' Floor-mounted Screen, Cart, Cables & Power (Client Brings Laptop) 400.00$ 2,400.00$

3 2

Lectern Package with Lectern Microphone, 3-channel Mixer, Laptop/Audio

Interface, Power to Lectern, and Access to House Speakers (listed under

"Equipment" )

Tuesday (1) Breakout- Cascade E

1 1 Projector Package - 6200 Lumen Projector Panasonic PT-VMZ6ST, Drop Down

Screen or 8' Floor-mounted Screen, Cart, Cables & Power (Client Brings Laptop) 400.00$ 400.00$

1 1

Lectern Package with Lectern Microphone, 3-channel Mixer, Laptop/Audio

Interface, Power to Lectern, and Access to House Speakers (listed under

"Equipment" )

VOG

2 1 House Sound System Patch 100.00$ 200.00$

2 1 Wired Mic 30.00$ 60.00$

In-house Audio Visual Equipment Discount 20% (2,164.00)$

Audio Visual Equipment Subtotal 8,656.00$

Management Charge - 22% 1,904.32$

EQUIPMENT TOTAL 10,560.32$

Hrs Days Labor Unit Price Line Total

8 1

AV Technician - $65.00 per hour for Dedicated AV technician for your event (4 hour minimum required; tech arrives one hour prior to function and stays 30 minutes after)

65.00$ 520.00$

4 1

AV Technician - $65.00 per hour for Dedicated AV technician for your event (4 hour minimum required; tech arrives one hour prior to function and stays 30 minutes after)

65.00$ 260.00$

LABOR SUBTOTAL 780.00$

TOTAL 11,340.32$

• Decorator Services:

o Vendor Table Packages (Pre-function Level 3)

▪ Vendor Table Packages: estimated cost is $30.00 each. Each package includes: (1) 8’ table with linen and skirt,

(2) folding chairs, (1) small waste basket, and a 5.5” x 17” black and white sign. Estimated number of Table

Packages: (12) x $30.00 = $360.00 o Vendor Table Packages- No Linen (Exhibit Hall)

▪ Vendor Table Packages (No Linen): estimated cost is $25.00 each. Each package includes: (1) 8’ table, (2) folding chairs, (1) small waste basket, and a 5.5” x 17” black and white sign. Estimated number of Table

Packages: (50) x $25.00 =$1,250.00 o Extra 8' Registration Tables w/Skirt & Linen

▪ Estimated at $20.00 each x (4) =$80.00

• Operations Labor:

o Changeovers:

▪ Room set changes made during event hours or “changeovers” will incur an estimated $35.00 per hour charge for the number of man hours needed to make the change.

▪ Changeovers must be requested and approved by the Event Manager at least (2) weeks prior to the Event (i.e., April 14, 2026). Sufficient time for the change to be made must be allocated to the Event schedule.

▪ A (4) hour minimum for the number of employees needed to accomplish the changeover in the requested amount of time may be enforced.

▪ TBD

o Airwalls:

▪ There is a charge per airwall movement during Event hours. There will be no charge for overnight airwall changes.

▪ Airwall movements must be requested to and approved by the Event Manager at least (2) weeks prior to the

Event (i.e., April 14, 2026). Sufficient time for the change to be made must be allocated to the Event schedule.

▪ Charges vary per room, as listed below.

• Exhibit Halls and Ballrooms: estimated at $100.00 per airwall per movement

• Cascade Rooms: estimated at $50.00 per airwall per movement.

▪ Estimated Airwall Labor: (1) Ballroom x (5) movements x $100.00 = $500.00

• Security:

o Loading Dock Security: (1) UVCC security attendant required to be on the loading dock during move-in and move-out when access to the loading dock is required. TBD o Event Security: (1) UVCC security attendant required during Move-in and Move-out. (2) UVCC security attendant(s) required during the Event. Attendant(s) required (30) minutes prior to Licensee arrival until (30) minutes post departure.

o (4) Hour minimum required for all shifts. Any security hours scheduled between 12:00 AM and 6:00 AM will be billed at time and a half.

o Estimated security costs are shown in the grid below. Actual labor hours will be reflected on the final invoice.

• All specific goods, services, and labor costs listed above are estimates based on existing rates on the date this Agreement was created.

The prevailing rate(s) will be charged at the time of the event.

Deposit Amount (“Deposit”): U.S. $56,096.32 due, together with

Total Contracted Minimum Costs for the Event as follows:

DEPOSIT

TYPE

DUE DATE AMOUNT

DUE

25% of Deposit

Together with signed contract by November

10, 2025

$13,900.00

50% of Deposit January 23, 2026 $27,700.00

25% of Deposit;

Remaining Room

Rental; F&B

Minimum and any other Costs for Event

(10) Business Days

Prior to Start Date of the Event, April 14, TBD

TOTAL ESTIMATED COSTS

License Fee $9,500.00

Food & Beverage Minimum $23,500.00; estimated at $26,400.00 plus current management charge = $32,208.00

Audio Visual Minimum $8,000.00; estimated at $9,436.00 plus current management charge and tax = $11,340.32

Decorator Services $1,690.00

Labor $1,358.00

ESTIMATED TOTAL = $56,096.32

This License Agreement ("Agreement") is between (i) Global Spectrum, L.P. d/b/a Oak View Group (“Operator”) as agent on behalf of Utah County, Utah (“Owner”), and (ii) the Licensee set forth above.

Background

Position Name Rate Date Function Start Time End Time # Hours # People Cost

Security Attendant $26.00 Tuesday Vendor Move In 6:30 AM 12:00 PM 5.5 1 $143.00

Security Attendant $26.00 Tuesday Event 12:00 PM 5:30 PM 5.5 2 $286.00

Security Attendant $26.00 Wednesday Event 6:30 AM 5:30 PM 11 2 $572.00

$858.00TOTAL ESTIMATED SECURITY COST

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 attached Standard Terms and Conditions.

ACCEPTED AND AGREED as of the Effective Date:

LICENSEE

GLOBAL SPECTRUM, LP DBA OAK VIEW GROUP

as agent on behalf of Utah County, Utah

By: By:

Print: Print:

Title: Title:

Date: Date:

Training Director, DCFS

Chantel Harvey

STANDARD TERMS AND CONDITIONS: LICENSE AGREEMENT – CONVENTION CENTER

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 thereof) 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.

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”). To the extent there are Minimum Costs (in addition to the F&B Minimum) associated with the Event, such Minimum Costs shall be set forth on the cover page of this Agreement:

(a) Staffing. 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) Additionally Requested 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 Operator shall have the exclusive right to provide food and beverage services in connection with the Event. 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 & Beverage Fee. Licensee shall pay the Operator for all food and beverage services provided at the Event (the “F&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 F&B

Minimum. In the event the actual F&B Fee is less than the F&B Minimum, Operator shall have the right to increase the F&B Fee to the F&B Minimum.

(b) Event Resume. No later than 21 days prior to the Event, Licensee and Operator shall enter into an event resume form including the specific menu items and estimate of number of people attending the Event for whom such items will be provided (the “Event Resume”). Such Event Resume shall include an estimate of the F&B Fee and additional terms and conditions as may be required by the Operator. No later than 7 business days prior to the Event, the Event Resume shall be revised to reflect any changes to the guaranteed number of people attending the Event. Once such Event Resume 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 Operator shall be paid by

Licensee by the day of the Event.

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) Room Rental; plus

(2) F&B Fee; plus

(3) Costs as set forth above, and any other expenses that Licensee is obligated to reimburse Operator for under this Agreement.

(b) Non-Refundable Deposit. 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 thereof) 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 termination 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 Operator’s right to recover damages. Any additional Costs relating to changes in the

Event requirements shall, unless otherwise agreed by Operator, be paid by Licensee on the day of the Event, unless otherwise agreed by Operator in advance.

(c) Interest; Payment. 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.

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 hereof) 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. Operators reserve 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, 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 Liability. Except with respect to indemnification obligations hereunder, neither party shall be liable to the other party for any special, incidental, consequential, punitive, or exemplary damages or lost profits, and each party’s liability hereunder shall be limited to direct damages;

provided that the foregoing shall not limit or restrict Operator in connection with a claim for any portion of the Base License Fee due hereunder, which shall be deemed direct damages.

(c) Condition of Facility. 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 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 Facility 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) Required Coverage / 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 subcontractor of Licensee 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.

(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 a Cost hereunder.

11. Use of the Licensed Premises.

(a) Duty of Care; Return of Facility. 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 Property. 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) Disorderly 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 Operator and the Owner on account 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.

(f) Broadcasting. 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.

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, marital status, color, religion, national origin, ancestry, age, sex, 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 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 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 Majeure” 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 Affecting the Facility or Event of Force Majeure Affecting 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 this 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 Majeure Affecting Licensee. Should Licensee be unable to take possession of the Facility or otherwise present the Event due to an Event of Force Majeure, either party may terminate this Agreement upon written notice, and neither party shall be liable or responsible for any damage or loss caused thereby. In the event of termination pursuant to the foregoing, as Licensee’s sole remedy, Licensee 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 (except as permitted in connection with an Event of

Force Majeure or as a result of an uncured breach by Operator), no Deposit refund shall be made, and Licensee shall be obligated to pay the full Fee contemplated to be due hereunder had the Event actually occurred. 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 above 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 equity, in the event of a cancellation of this Agreement by Licensee.

16. Miscellaneous.

(a) Compliance with Laws; Facility 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, 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) Governing 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, 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) Management Agreement. 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 liability 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) Assignment. 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 party 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.

(f) Relationship 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 (for Operator, Attn: General Manager), with a courtesy copy sent via electronic mail. A copy of all notices to Operator to be sent to Oak View Group - OVG360, 5050 South Syracuse St., Suite 800, Denver, CO 80237, Attn: OVG360 Legal Department, Email: OVG360Legal@oakviewgroup.com.

(h) Severability. 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) Attorneys’ 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.

(j) No Third-Party Beneficiaries Entire Agreement. No other party shall be or be deemed to be a third-party beneficiary of this Agreement, except for Operator, 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 Operator 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, understanding 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. This Agreement may be executed in any number of counterparts (including by .pdf), each of which will be deemed an original, but all of which taken together shall constitute one single agreement.

Management Charge. All Food and Beverage and Audio Visual services are subject to a 22%

Management Charge, assessed at the rate in effect at the time of the Event. While that rate is currently set at 22%, it is subject to increase. The entirety of this Management Charge is the sole property of the venue owner/operator and is used to cover that party’s costs and expenses in connection with the administration of the event (excluding employee tips, gratuities, and wages). The Management Charge is not a tip or gratuity, nor is it purported to be a tip or gratuity for any employee who provides service 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.

Exhibit A

Insurance Obligations

Licensee shall acquire and maintain in full force and effect, at its sole cost and expenses, for the duration of the Agreement the following insurance coverage:

1. Worker’s Compensation. Workers’ compensation (or similar local scheme) insurance in accordance with the statutory requirements of the state or commonwealth in which the Facility is located. Such policy will provide coverage in the event any employee of Licensee sustains a compensable accidental injury while on work assignment at the Facility or in connection with the Event. Such policy will cover any employee, players, performers, and any borrowed, leased, or other person to whom such compensation may be payable by Licensee.

2. Commercial General Liability. Commercial general liability insurance written on an occurrence form, including but not limited to, bodily injury, premises-operations, property damage, products/completed operations, contractual liability, personal and advertising injury, and host liquor liability with limits of at least $1,000,000 per occurrence, $1,000,000 in the aggregate, which insures all operations of Licensee (including the operations of Licensee contemplated by this Agreement). Such insurance shall include blanket contractual liability, products and completed operations coverage, fire legal liability coverage and personal & advertising injury coverage.

3. Automobile Liability. 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 $500,000 per accident, $1,000,000 in the aggregate for personal injury and property damage (including with respect to load-in and load-out).

Additional Terms:

• 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, and compliance with each these Additional Terms. Other than in connection with workers’ compensation policies, each of the foregoing policies shall name

Global Spectrum, L.P. DBA Oak View Group and Utah County, Utah as additional insureds.

• Insurance policies shall: (i) be issued by insurance companies authorized to do business by the State in which the Facility is located and have an A.M. Best rating of at least A-VIII or better for the duration of the Agreement, (ii) include a waiver of subrogation in favor of the Facility

Parties and (iii) 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 shall provide at least 10 days’ written notice in the event of a non-payment of premium by Licensee.

• The insurance required hereunder does not represent that the coverages and limits are adequate to protect Licensee, and all policies shall be in such form and contain such provisions as are generally considered standard for the type of insurance involved.

• The stipulated limits of coverage above shall not be construed as a limitation of any potential liability to any Facility Party, including without limitation the contractual obligation to indemnify and defend the Facility Parties, and failure to request evidence of this insurance or failure to review such evidence shall not be construed as a waiver of Licensee’s obligation to provide the insurance coverage specified.

• The insurance limits required hereunder may be obtained through any combination of primary and excess or umbrella liability insurance. Any coverage that is on a claims-made basis shall be maintained for at least 3 years following the Event.