DOC1359760444.pdf

CC License Agreement - Original Revised 10-27-22

METROPOLITAN ENTERTAINMENT & CONVENTION AUTHORITY

LICENSE AGREEMENT

455 N. 10th Street, Omaha, NE 68102

This LICENSE AGREEMENT (“Agreement”) is entered into by and between Metropolitan Entertainment & Convention Authority (“MECA”) and the undersigned licensee (“Licensee”) who, in consideration of the covenants and agreements set forth herein, agree as follows:

ARTICLE 1. AREA LICENSED; DATES RESERVED; TERM; USE

1.1 Area Licensed. In consideration of Licensee's payment of the sums hereinafter specified, MECA grants to Licensee a license to use those certain premises located at the facility (the “Facility”) as set forth in Exhibit “A” attached hereto and incorporated herein by this reference (the “Premises”), upon the terms and conditions of this Agreement.

1.2 Dates Reserved. Licensee’s license to use the Premises shall be for the dates set forth on Exhibit “A” (the “Event

Dates”), unless terminated earlier as provided in this Agreement.

1.3 Term. This Agreement shall become effective upon execution by both parties and, unless sooner terminated as provided herein, shall remain in effect until the later of (i) the conclusion of Licensee’s event or promotion, or (ii) Final Settlement (hereinafter defined) between the parties in accordance with the terms and conditions set forth herein (the “Term”); provided, however, that Licensee shall have no right of access to or use of the Premises except for the Event Dates, which includes the move-in/move-out dates listed on Exhibit "A" (the "Move-in/Move-out Dates").

1.4 Use. The Premises are leased to Licensee for the purposes set forth in Exhibit “A” and for no other purpose.

ARTICLE 2. RENT

2.1 Rental Fee. Licensee agrees to pay MECA a rental fee ("Rental Fee") for use of the Premises as set forth in Exhibit

“A”.

2.2 Deposit. Immediately upon execution of this Agreement, Licensee shall pay MECA a deposit in the amount set forth in Exhibit “A” (the "Deposit"). Absent damages or liability, the Deposit shall be credited against the total amounts owing under this Agreement.

2.3 Final Settlement.

2.3.1 Final settlement between Licensee and MECA of all monies owing under this Agreement, shall be effected on or before the conclusion of Licensee’s Event or promotion (or as soon thereafter as is reasonably practical) (the “Final Settlement”). Upon Final Settlement between the parties, a final invoice, if applicable, will be issued to Licensee. Payment of such invoice will be due within 15 days of issuance.

2.3.2 Any monies due and owing and not paid by Licensee to MECA or MECA to Licensee pursuant to this Agreement shall bear interest at the rate of 1.5% per month on any unpaid balance.

2.4 Sales Tax Exempt Status. Sales tax exemption will be granted based on the tax exempt status of the payor upon receipt of the Nebraska Resale or Exempt Sales Certificate Form 13 issued by the payor. The payment for the event or promotion must be made by the payor granted tax exempt status, based on regulations from the State of Nebraska.

2.5 Cancellation. If for any reason Licensee cancels its rental, reduces the size of the licensed Premises or reduces the number of Event Dates, absent written agreement to the contrary, Licensee shall be charged, as liquidated damages and not as a penalty, the full Rental Fee and all expenses incurred by MECA to prepare the Premises for Licensee’s event. The Rental Fee shall include the Rental Fee set forth on Exhibit A in addition to the Facility Rental to be paid in lieu of the food and beverage minimum also set forth on Exhibit A.

ARTICLE 3. ADDITIONAL EXPENSES

3.1 Additional Chargeable Expenses. Licensee shall pay for all expenses associated with Licensee’s use of the Premises.

MECA shall, upon request of Licensee, provide a then-current list of all applicable service rates, which rates are always subject to change up through the Event Dates. The following expenses are in addition to and exclusive of the Rental Fee and may include, but are not limited to, the following:

3.1.1 Licensee has the responsibility to arrange (through MECA) and pay for all (i) event personnel, cleaning crews, set-up and breakdown personnel to the extent applicable, (ii) additional equipment including, but not limited to, audio visual equipment, telephone service, and data connections, and (iii) services, equipment, and installations incidental to Licensee’s event and requested by Licensee, which are in addition to regular services, unless otherwise set forth in Exhibit “A”.

3.1.2 MECA shall have the right to reasonably approve, in its sole discretion, the size and placement of any additional or auxiliary equipment used by Licensee.

3.1.3 MECA reserves the right to determine and contract for the type, quantity and placement of security and crowd management personnel and/or law enforcement officers which will be required for any specific event at the Facility in its sole discretion; provided that, MECA will use reasonable efforts to give Licensee notice of such placement of personnel prior to such placement. Licensee shall be responsible for all costs incurred for such security, crowd management and/or law enforcement services.

ARTICLE 4. FOOD AND BEVERAGE REQUIREMENTS

4.1 All of Licensees food and beverage requirements shall be contracted separately between Licensee and MECA’s exclusive Facility caterer. MECA is not directly furnishing any food and beverage under this License Agreement.

ARTICLE 5. COMPLIANCE WITH LAWS AND REGULATIONS

5.1 Laws, Etc. Each party shall comply with all applicable federal, state and local laws, statutes, ordinances and regulations. Licensee shall obtain all necessary permits or licenses required by law. If Licensee fails to do so, MECA may, but is not obligated to, obtain such permits and licenses and Licensee agrees to reimburse MECA for all associated costs. It is the responsibility of Licensee to ensure that its programs and events at the Facility comply with the Americans with Disabilities Act (the "Act"). MECA warrants that, as a facility of public accommodation, the Facility is in compliance with the Act and that it will comply in all respects with provisions of the Act and regulations issued thereunder and with any similar state law.

5.2 Facility Rules. The rules and regulations for the Facility promulgated by MECA, as amended and modified from time to time (the “Facility Rules and Regulations”), are incorporated herein by this reference and Licensee shall abide by, and shall cause its servants, agents, employees, licensees, patrons, invitees and guests to abide by, the then-current Facility Rules and Regulations provided to Licensee by MECA in accordance with this Article 5.2. MECA has provided Licensee with the current Facility Rules and Regulations, and Licensee acknowledges receipt of the Facility Rules and Regulations. Licensee acknowledges that it has read and understands such Facility Rules and Regulations.

A reasonable time in advance of the Event Dates, MECA shall exercise good faith to provide Licensee with any updates to the Facility Rules and Regulations. In the event of any conflicts between the terms and conditions of this License Agreement and the terms and conditions of the Facility Rules and Regulations, the terms and conditions of this License Agreement shall govern and control.

ARTICLE 6. INSURANCE; INDEMNITY

6.1 Minimum Amounts. Unless otherwise required by MECA, Licensee shall furnish to MECA an Acord 25 certificate of insurance no later than thirty (30) days after execution of this Agreement, but in no event less than fourteen (14) days prior to Licensee’s event or promotion, evidencing that there is in effect for the Event Dates, and will remain in effect throughout the Term of this Agreement, the following forms of insurance, written by an insurer having a rating of not less than AVI in Best’s Insurance Guide (or which is otherwise acceptable to MECA), and licensed to do business in the State of Nebraska, in no less than the following amounts.

Commercial General Liability Bodily Injury and Property Damage, including Personal and Advertising Injury, Contractual Liability and Products and Completed Operations Liability -- $1,000,000 per occurrence/$2,000,000 general aggregate.

Licensee’s General Liability policy will name MECA and its respective officers, directors, employees and agents and the City of Omaha and its respective officers, directors, employees and agents as Additional Insureds.

The Insurance afforded to the Additional Insureds under the General Liability policy must be primary insurance over any other valid or collectible insurance which the Additional Insureds may have with respect to loss under the listed policy. Licensee’s policy shall be endorsed to include a Waiver of Subrogation against the Additional Insureds with respects to all claims arising from the operations of the Licensee while in the Facility on behalf of the Additional Insureds.

Auto Liability including Hired and Non-Owned – Each Accident -- $1,000,000

Worker's Compensation – In accordance with Statutory limits and which insurance shall also include Employer's Liability insurance and a Waiver of Subrogation against MECA and its respective officers, directors, employees and agents and the City of Omaha and its respective officers, directors, employees and agents.

6.2 Cancellation. Licensee shall provide to MECA thirty (30) days notice of cancellation or non-renewal of such policies.

6.3 Indemnity. Licensee shall at all times indemnify, defend and hold harmless the City of Omaha, Nebraska (the "City of Omaha") and MECA, and their respective officers, directors, employees, agents, invitees and assigns against all losses, claims, liabilities, costs and expenses (including court costs and reasonable attorney’s fees) incurred by reason of (1) any damage to any property (including without limitation, Licensee's own property; and damage to the Facility, its furniture, fixtures or equipment, its entrances, lobbies, exits, sidewalks, parking areas, approaches or streets adjoining the Facility) or any injury (including but not limited: (x) to death, and (y) any injury, including death, arising out of or relating to COVID-19 or any other infectious disease) to any person occurring in, on or about the Premises or the Facility, to the extent that such injury or damage shall be caused by or arise out of or be incidental to the performance of this agreement, including, but without limitation all consequential damages, whether or not resulting from the negligence or willful misconduct of Licensee, its agents, servants, employees, invitees, or visitors; or (2) Licensee’s failure to comply with this Agreement, the Facility Rules and Regulations, and any and all governmental laws, ordinances and regulations applicable to the condition or use of the Premises or its occupancy. The Licensee shall be directly responsible for all damages to the Facility and all furniture, fixtures and equipment therein due to the acts of Licensee, its agents, employees, invitees, exhibitors or guests during Licensee’s Event or promotion, normal wear and tear excepted, and shall immediately pay MECA for costs of repairing or replacing same.

MECA shall at all times indemnify, defend and hold harmless the Licensee and their respective officers, directors, employees and agents against all losses, claims, liabilities, costs and expenses (including court costs and reasonable attorney's fees) incurred by reason of any damage to Licensee's property or any injury (including but not limited to death) to any person occurring in, on or about the Premises or Facility, to the extent that such injury or damage shall be caused by or arise from the negligence or willful misconduct of MECA, its officers, directors, employees or agents, provided, however, that MECA shall not be obligated to indemnify, defend, or hold harmless the Licensee or their respective officers, directors, employees and/or agents against any losses, claims, liabilities, costs and/or expenses (including court costs and reasonable attorney's fees) incurred by reason of any injury to any person occurring in, on or about the Premises or Facility that arises out of or relates to COVID-19 or any other infectious disease.

ARTICLE 7. NON-EXCLUSIVE USE

7.1 This Agreement grants Licensee use only of the area specified in Exhibit “A” and does not extend to or include the parking lots, the plaza or any surrounding or contiguous areas in or near the Facility unless specified in Exhibit “A”.

Further, the Licensee understands and acknowledges that the Agreement hereby granted is non-exclusive and that there may be other events and activities being held or performed in the Facility. Licensee agrees that MECA shall have absolute authority to establish schedules for the use of the Facility.

ARTICLE 8. PARKING

8.1 Parking. MECA will charge each vehicle for parking at its customary rates for any available parking around the

Facility. Licensee has no interest in the income from operation of the Facility’s parking lots.

ARTICLE 9. CONTROL OF FACILITY

9.1 Access. The Facility and Premises, including keys thereto, shall at all times be under the control of MECA’s duly authorized representatives and same shall have the right to enter the Premises and monitor all events and activities at all times during the period covered by this Agreement. The entrances and exits of said Facility shall be locked and unlocked in accordance with the Facility Rules and Regulations.

9.2 Surrender. Licensee shall, upon termination of this Agreement, whether by lapse of time or otherwise, peaceably and promptly surrender the Premises to MECA in as good of a condition as when Licensee took possession of the Premises, normal wear and tear excluded.

ARTICLE 10. NO LIABILITY FOR LICENSEE’S PROPERTY

10.1 Except as otherwise provided for in Section 6.3, MECA, its officials, agents or employees, shall not be liable for any loss, damage or injury to property of any kind that is used at, shipped or otherwise delivered to or stored in or on the Premises or the Facility.

ARTICLE 11. OBJECTIONABLE CONDUCT

11.1 Any performer or any visitor, invitee or other person whose conduct is objectionable, disorderly or disruptive to the use of the Facility, as determined by MECA in its sole discretion, may be refused entrance or may be ejected from the Facility. The Licensee shall hold MECA harmless from any claim resulting from any such action.

ARTICLE 12. ADVERTISING

12.1 General Advertising. All of Licensee’s advertising, public relations, publicity, promotions and all activities related thereto, including the content thereof, associated with Licensee’s events and promotions at the Facility must be pre-approved by MECA and shall include the Facility’s official name/logo. MECA further reserves and retains the rights to use all display advertising capabilities and facilities inside and outside the Facility, including without limitation, any electronic message boards, in any manner which, in MECA’s sole discretion are appropriate. Licensee shall have no interest in the income from such advertising operations.

12.2 No False or Misleading Advertising. Any false or misleading advertising by Licensee is strictly forbidden. Any

Licensee who (in MECA's sole discretion) uses false or misleading advertisements may have their possession and this Agreement immediately and without further notice terminated. In the event that Licensee's license is so terminated by MECA, MECA may refuse to allow Licensee to retake possession of the Premises, or if Licensee is already in such possession, may stop all activities of Licensee at the Facility and immediately remove Licensee therefrom including removal of property, at Licensee’s sole expense. MECA, at its sole discretion, may make refunds to any customers or patrons asserting a claim that Licensee has made false or misleading representations, all of which refunds shall be chargeable to Licensee. MECA and its agents and employees shall in no way be responsible to Licensee for taking any or all of the actions authorized by this Section 12.2.

ARTICLE 13. STORAGE; TEAR DOWN; ABANDONED PROPERTY

13.1 Freight. Freight shall not be received, handled or stored by MECA, for the benefit of Licensee unless otherwise pre-approved in writing by MECA. In the event that MECA does pre-approve the receipt of freight on behalf of Licensee, neither MECA, nor its officers, agents or employees shall be liable for any loss, transport costs, damages or injuries to freight shipped or otherwise delivered to the Facility on behalf of Licensee unless such loss, damages or injuries are due to the willful misconduct of MECA, its officers, agents or employees.

13.2 Tear Down. Tear down and dismantling of Licensee's property shall be Licensee’s responsibility and such property shall be removed prior to expiration of the Term. Any of Licensee's property not removed from or remaining at the Facility for more than 10 days after the expiration of the Term may be deemed abandoned and disposed of by MECA, in its sole discretion, at Licensee’s cost. MECA shall not be liable for any loss, damage or claims for such removed or abandoned property pursuant to this section.

ARTICLE 14. RIGHT OF TERMINATION

14.1 It is agreed that without prejudice to any other rights and remedies that may be available to MECA, in the event

Licensee breach any of its obligations under this Agreement, MECA may refuse to allow Licensee to take possession of the Premises, or if Licensee is already in such possession, may stop all activities of Licensee at the Facility and oust Licensee therefrom including removal of property, at Licensee’s expense, and denial of access to the Premises.

Notwithstanding the foregoing, prior to MECA taking any actions permitted under this Article 14.1, MECA shall give Licensee written notice of any breach under this Agreement. MECA and its agents and employees shall in no way be responsible to Licensee for taking any or all of the actions authorized by this paragraph.

ARTICLE 15. GENERAL PROVISIONS

15.1 Assignment & Sublicense. This License is personal to Licensee, who shall not assign, sublicense or transfer this Agreement, or any rights hereunder, without MECA’s prior written consent. Notwithstanding the foregoing, Licensee may sublicense space in the Premises to its exhibitors for the use described herein, provided that such exhibitors agree to abide by all of the relevant terms and conditions set forth herein and in the Facility Rules and Regulations.

15.2 Governing Law; Disputes. Either party hereto may elect to have any dispute mediated, or thereafter resolved by binding arbitration (which, absent agreement to the contrary shall be in accordance with the Commercial Arbitration Rules of the American Arbitration Association). This Agreement shall be construed and enforced in accordance with the laws of the State of Nebraska, and the venue for all actions shall be exclusively in Omaha, Nebraska.

15.3 Reserved Rights. All matters not authorized expressly by the terms of this Agreement shall be reserved to the discretion of MECA.

15.4 Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations (excluding any payment obligations) results from any cause beyond its reasonable control and without its fault or negligence, including, without limitation, acts of God, fire, flood, epidemics, pandemics (including, without limitation, the COVID-19 pandemic), outbreaks of infectious disease (including, without limitation, COVID-19), acts of civil or military authority, embargoes, strikes, work stoppages, labor disputes, war, riots, insurrection, curtailment of transportation, acts of any government, court or other public authority (including, without limitation, any Directed Health Measure or other similar order imposed by the State of Nebraska or Douglas County that restricts the gathering of persons) or due to causes beyond the Parties respective control. A party shall promptly notify the other party when it becomes aware of its inability to comply with the provisions of this Agreement for a reason of force majeure.

15.5 Relationship of the Parties. Nothing herein shall be construed to create a partnership, agency or joint venture between

MECA and Licensee, the relationship between same being at all times that of Licensor and Licensee. Moreover, no agent, servant or employee of Licensee or any of its subcontractors shall under any circumstances be deemed an agent, servant or employee of MECA.

15.6 Notice. All notices permitted or required by this Agreement shall be in writing and personally delivered or sent by certified or registered mail, postage prepaid, to MECA and/or Licensee at the following addresses:

To MECA:

455 North 10th Street Omaha, Nebraska 68102 Attn: President/CEO

To Licensee: The address for Licensee set forth in Exhibit “A” or at such other address as Licensee shall designate in writing.

15.7 Survival. The provisions of this Agreement, which by their context are intended to survive the performance thereof by either or both parties, shall survive the completion of performance and/or termination of this Agreement.

15.8 Conflicts. In the event of a conflict between or among the terms in this Agreement and any other document made a part hereof, the documents shall control in the following order: first, Exhibit “A”, and any applicable addenda to Exhibit A; second, the Agreement; and third, the Facility Rules and Regulations and other documents. This Agreement may be changed only by a written document signed by authorized representatives of both parties.

15.9 Consent or Approval. Unless otherwise expressly set forth herein, in the event any consent or approval of either or both of MECA or Licensee is called for under this Agreement, such consent or approval shall not be unreasonably withheld, conditioned or delayed.

Event: UNMC - CAHP Hooding & Honors Convocation

Event Date: December 19, 2025

Licensee: University of Nebraska Medical Center METROPOLITAN ENTERTAINMENT &

CONVENTION AUTHORITY

Authorized Signature Authorized Signature

____________________________________ Roger A. Dixon Printed Name Printed Name

____________________________________ President & CEO Title Title

Date Date

25027

Exhibit “A”

Issue Date: November 13, 2024

Licensee Legal Name: University of Nebraska Medical Center

Address: 986099 Nebraska Medical Center Omaha, NE 68198-6099

Phone Number: 402-559-7998

Licensee Contact Person: Nicki Simmons

1. Event Name: UNMC - CAHP Hooding & Honors Convocation

2. Facility (1.1): CHI Health Center Omaha, 455 North 10th Street, Omaha, NE 68102

3. Event Dates (1.2) Time Use (1.4) Area(s) Licensed (1.1) Set Fri 12/19/25 8am-5pm Set-up & Awards Ceremony South Ballroom T/S for 1,000 8am-5pm Student Robing Room Mtg. Rms. 213-214 Custom 8am-5pm Faculty Storage Mtg. Rm. 215 Custom 8am-5pm Coat Check Coatroom Custom MECA reserves the right to assign different space for licensee in the event that the space originally designated for such function shall be unavailable or inappropriate in MECA’s sole opinion. Any changes to the space will be communicated in the form of an Addendum to the Agreement to be signed by both parties. If an outside decorator or AV company is utilized, MECA needs to approve, in conjunction with the Licensee, any leave out zones to allow MECA adequate time to complete all necessary work for the Licensee’s event. Licensee will be charged a move-out rental rate if Licensee is still occupying space past the contracted time.

Any changes to the initial set of area(s) licensed will incur additional fees if not changing to banquet to accommodate full meal service. Room changes made by licensee less than 72 hours in advance of move-in will incur additional fees. Room changes made by licensee during move-in or event will incur additional fees and may not be accommodated.

4. Rental Fee (2.1): $6,100

Above rental fee does not include additional expenses to include, but not limited to, those items set forth in Section 3.1 of the License Agreement. All such expenses will be charged at MECA’s standard charge rates and equipment rental rates.

Payment Schedule:

Payment Type Amount Due Date

Deposit (2.2) $1,525* Upon Signing Final Settlement (2.3) Balance + Estimated Expenses** 7 days prior to event

Additional Expenses (if applicable) Upon Final Settlement

*Should this Agreement be returned to MECA less than 60 days prior to the Event, MECA reserves the right to require full payment of rent and estimated expenses as deposit upon receipt of signed Agreement.

**Changes to estimated expenses in excess of $1,000 shall require additional payment before move-in.

5. Program Requirements: A detailed floor plan, Street Closing Permit and/or Special Use Permits (if applicable), and facility requirements must be submitted by Licensee to MECA on or before November 19, 2025. All final vendor/exhibitor lists must be submitted to MECA 14 days in advance of Licensee’s first move in day. Failure to provide final list may result in certain vendors/exhibitors being prohibited from exhibiting.

2/4/16

University of Nebraska Medical Center Exhibit A Page | 2

6. Additional Items:

A. Licensee is aware of expansion of the convention center.

Metropolitan Entertainment & Licensee: University of Nebraska Medical Center Convention Authority

Authorized Signature Authorized Signature

Roger Dixon Print Name Print Name

President & CEO Title Title

Date Date

Exhibit A - Master