HomeMy WebLinkAbout34062 / 86-247August 21, 1986
# 247 RESOLUTION
(CARRIED LOST LAID OVER WITHDRAWN )
PURPOSE: APPROVE AGREEMENT WITH TICKETRON
INITIATED BY: CITY ADMINISTRATION
WHEREAS, TICKETRON is recognized throughout Wisconsin as a
central source for special events and entertainment tickets; and
WHEREAS, the Oshkosh community has no local TICKETRON outlet; and
WHEREAS, the Oshkosh Convention Centre and Grand Opera House
have and will continue to hold special events and entertainment events
to the public; and
WHEREAS, a need exists for a centralized ticket location; and
WHEREAS, it is advantageous from a financial and public relations
perspective for the Oshkosh Conveation Centre and Grand Opera House
to be TICKETRON outlets;
NOW, THEREFORE, BE IT RESOLVED, by the Common Council of'the City
of Oshkosh that the proper City officials are hereby directed and
authorized to enter into a contract with TICKETRON according to the
information attached hereto.
NOTE: THIS RESOLUTION WAS AMENDED TO ADD SECTION E TO ADDENDUM NO. ONE (1)
OF THE AGREEMENT. (SEE THE ATTACHED.)
SUDNITTED 9Y
IAPPR07ED� � � �
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RESOLUTION #247
TICKETI�ON
2 a d+vision of
t7 � CONTI�OL DATA COf�POR�TiON
0
TPt A tlo. . . . . . .
P•A(L)TA No. . 24, . : . . . . . .
(Rev. 7186-4C)
PRINCIPAL•AGENT (LICENSE) AND TRUST AGREEMENT
i'his Principal-Agent, (License) and Trust Agreement is between TICKETRON, a division of Control Data
Corporation, a Delaware corporation, having an office address at 1350 Avenue of the Americas, New York,
New York 10019 ("TICKETRON") and . . . . . . . . . C?,�7C .4� .�$K� . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
a . . . . . . . . . . . . . . . . . . . . . . . . corporation•—�; aw�°t�+p.` assecia�ier�* �^�'�°��'��°" doing business as
Llshr�c� Gentr,eJGrand. pqnera Hnuse . . . . . . . . . . . . . ("Principal"). Principal appoints TICKETRON to:
A. Act as its agent to arrange to make Tickets available for sale on the TICKETI20N System, to sell
Tickets on behalf of the Principal by cash, check or on credit for Principal's account through the
TICKETRON System; and
B. As trustee of the proceeds of its Ticket sales, to receive, hoid and remit the proceeds of those Ticket
sales; and
C. Subdelegate to Remote Terminal Operators such agency and trust authority to sell Tickets and to
receive, collect and hold the proceeds oi PrincipaI's Ticket sales; and
D. Make Tickets available for sale through the TELETRON telephone Ticket order processing and saies
service*; �
and TICKETRON accepts appointment as Principal's agent and trustee of the proceeds of its Ticket sales
subject to the following terms and conditions.
I. TICF�ET AUTHORIZATION. Principal authorizes TICKETRON to sell, return andlor exchange and
to enter into agreements with Terminal Operators to sell, return and/or exchange ali Tickets* 6�iefrefs-e9
• * through the System and TELETRON'
for each performance of the following Attraction(s): . . . .AL1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
to be performed at the following Facility(ies): . . . . . . . . .Oshkosh. Centre/Grand. Opera. House. . . . . . . . . .
on the follov.�ing Performance Date(s) : . . . . . . . . . . . . . . .All . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
II. PAYh'IENT. Any Ticket sale proceeds or other amounts due to Principal shall be made payable to
Principal and mailed to the office address of Principal OR to the following*:
Payee*/Bank*......Cityr.oE.oshxosh ........................................................
Address . . . . . .Tcro .Hoxth .Main Stxeet, .Box 3�01, .Oshkosh, .Wiscomsin. . 5�t903 . . . . . . . . . . . . . . . . . . .
III. TER�4 OF AGREEMENT. ❑ Short Term (Section lA). See Performance Date(s) above OR
[—X Long Term (Section 1B): INITIAL TERM . . SePt�beF. �. . . , 198 b. . . to . August .31. . . . . , 1989 . . . .
IV. SUM:�4ARY OF PRINCIPAL'S CHARGES HEREUNDER:
a. Proeramming Cliarge (Section 3(a)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$. . . . 2t/A . . . . . . . . .00
b. Remote Terminal/TELETRON* Ticket Charge (Section 3(c} ) �0 . . . . . . . . . . . . . . . . . . . . per ; ieket
OR ...3. .�lo of the established purchase pricet per Ticket
c. AmEx Discount Charge (Section 3(d)) .......4 .X .... of the established purchase pricet per Ticket
d. �'ISA/MasterCard Diseount Charge (Section 3(e)) 2�. . of the established purchase price� per Ticket
e. PrincipaPs Ticket Charge (Section 3(i)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0.. . . . . . . . . per Ticket
OR ....1. �lo of the established purchase price�' per Ticket
f. Cancellation Charge (Section 3(h)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0.. . .N/A . . . per Tichet
OR $. . .N/A.00 per performance
�tlnctudes any texes or other addilional charges paid by ihe Tickal purchase�.
V. TFF.RITORY. This Agreement shall apply only to P'acilities located in a�*-ef the State�P�ev�s of
........................................................................... U.S.A.�.
�'I. AT7t1CHMENTS. The foilowing Addenda and/or Amendments are made a part of this Agreement:
.....Addenda.l.and.2 ... ......... ....................... ..................... ........
(Complole only il npplicable. Olherwiso, no addentla or amendments era ofleclive on the date ol ezecution ol this AqreemenlJ
*Strike if not applicabfe.
-8a-
Page 1 of 4 Pac,� � Contiwed on rzverse sitle ►
RESOLUTION #247
Fiev. 7186
DEFINITIONS
"AttractioMsl" s�all mean musical antl t�eatrical productions. concerts, sport-
ing events. other artistic and entertainmem events, antl other applications antl
events lor which Tickets are to be issuetl on behalf ot Princi0al through the
System.
"COntroct Year" shall mean each consecutive twelve (12� month period tluring
Ne Tertn of this Agreement, commencing on Ihe date Nat this Agreement is
signe0 Dy Ticketron.
"FecilNy" s�all mean an arena, slatlium, Neatre or other faciliry where an At-
Iraaion is peAOrtneO.
••Management Terminal" shall mean a Principal's Tertninal not capable of
printing Or issuing Tickets.
"Matdx PAMer" shall mean an impact printer capable of hartl coOY P���ting of
reports and data generaled Dy a Terminal.
°Personnel" shall mean any principais, ofticers, employees or servanis of
Principal.
"Pdncipel's Box 011ice" shall mean a facility for Ne sale, retum and/or
exchange of Tickets to an Attraction operate4 by Principal.
"Principal's Terminel" shall mean a 7erminal licensed and fumishetl by 71CK�
ETRON to Principal for ihe sale oi Principal's Tickets onty an�/or for ihe
contml of Princi0al's Ticket invenrory antl tor thrt genaration o� accounting antl
sales reports, management intortnation and other data related to Ticket sales.
"Remote Terminal" shall mean a Tertninal other than a Principal's Terminal.
"Remota Terminal Operator" shall mean an intlivitlual, association, partner-
ShiO, Corpora�iOn or olhef entity having faCllities lor the 5ale and issuance of
Tickets at locations other than Principal's Box Otfice ro whom TICKETRON
has subtlelegated its authority to sell Tickets on be�alf of Principal with w�om,
pursuant the auNOrity granted TICKETRON by Principal, TICKETRON has
entered into an agreement for Ne sale and issuance of Tickets through the
Syslem.
"Service Cherge" shall mean a SeDa2te charge authorized �y Principal for
each Ticket purchasetl tAmugh Ne System, in addilion to t�e establishetl
purchase price of that Tickeq whic� TICKETRON and t�e Remote Terminal
ODeretors acting under TICKETRON's authority are authorized to collect �rom
purchasers ot Tickets pursuant to Sections 8 and 9 ot the Agreement.
"System" shall mean t�e computer system operated by TICKETFON for ihe
sale, issuance, retum antlbr exchange of 7icke15 Dy means of Terminals.
"TELETRON" shall mean the telephone Ticket order processing and sales
service provided by TICKETRON. �
'Term". it Section 1A is aODlicable, shall mean ihe Term of this AgreemeM as
specifiea under PeAOrtnance Dates on Page 1, Dut if Section 18 is apDlica0le, s�all
mean Ihe Initial Term of this Agreement as specified in Paragraph III on Page 1 of
t�e Agreement, and, il continued pursuaM to Section 1 B of ihe Agreement, Ne
Renewal Term of Ihis Agreement untii terminatetl as provitled by the Agreement.
"TerminaC' shall mean an elecironic unit linked to TICKETPON's compurer
facilities capa6le of displaying information as to availability of reservations tor
Anractions, of issuing Tickets on behalf of various principals and of generating
va!ious ticket related reports and Oala
"Tickets" shall mean tickets of reservation antl/or admission lo Atlractions
issue0 by means of the System.
TERMS AND CONDITIONS
1. A Shab7erm Agreement. This Agreement shall not be bintling upon TICK-
ETRON until accepied and executed by a TICKETRON Areaor Regional Manager
w, other person authonzed by TICKETRON antl shall ihen Oe effective commenc-
ing on the date ihis Agreement is executed by TICKETRON but onry Nrough the
Pertormance Da�cys) authonzetl on Page 1 of the Agreement ("Term").
OR
B. Longdertn Agreement. Ttiis Agreement shatl not be binding upon TICK-
ETRON until acceptetl antl executed by a TICKETRON Area or Regional
Manager or other person authorized Dy TICKETRON. This Agreement shall
then be effective commencing on the tlate of execution by TICKETRON
t�rough the periotl intlicated on Page 7 unless tertninated eadier as provided
for in Section 13 antl 14 �ereol ("Initial Temi'), and shall continue until
terminatetl by eitner party by not less than ninety (90) days prior written notice
to the other party or otherwise providetl tor in Section 13 anA 14 hereof
("Renewal Term"). In consideration of Ne execution ot this Agreement ro
TICKE7RON, Principal expressty waives any additional aOPlicable statulory
notice on automatic renewal Orovisions of the General Obligation Laws of Ne
State of New York. -
2. OGligations ol TICKETRON. TICKETRON agrees that it shail:
(a) LislingolFemoteTertninals.AnangefortheofferingforNesaleofTickets
to Ne publ ic at Principal's establ ished pumhase price at Remote Terminals.
TICKETRON may, in its sole tliscretion antl irom time to time, list, refuse lo
list, atld or delele trom listing any one (1) or more periormances or Attrao-
tions at any one 11) or more of ihe Remote Terminais, it being understood
l�at TICKETRON tloes not guarantee ihat any minimum or fixed numcer ot
Tickets will De soltl throug� the System.
(b) TELETRON Service. Accept and process telephone Ticket ortlers irom the
public at Principafs eS�aDlished purchase price ihrough TELETFiON.
TICKETRON may, in its sole tliscretion and from time to time, list, refuse to
list, add or delete irom listing any one (1) or more performances or Attrac-
tions on TELETRON, it being understood t�at TICKETRON tloes not guarv
antee ihat any minimum or fixed number ot Tickets will be soltl through
TEIETRON.
(c) ColleclionandRemittanceolProceedsofTicketSales.C011ectasagentfor
ihe Principal fmm any TICKETRON operated Remo�e Terminal(s�, t�e
Remote Terminal Operalor(5) or Ihmugh TELETRON the proceeds from the
sale of Ticke!s and, AS TRUSTEE, HOLD THE SAME IN COfdMON TRUST
and remit such Ticket sale proceeds lo Principal no later than ten (10) tlays
aller the pzriormance of each At�raction for which ihe respective Tickets
have been sold, it being understootl end agreed ihat such Ticket sales pro-
ceetls being heltl I N TRUST for Pnncipal Oy TICKETRON shall be subject to
a detluction in favor of TICKETRON o� any amounis due from Principal to
TICKETRON eifher under the terms hereof or otherwise.
(d) AcceptanceolRetumsandExchanges.ACCepttheretumandlorexchange
of Tickets issuzd through (he Syslem a� a Remote Terminal in accor0ance
wifh Inslructions issued Dy Princlpal prior to such schedule0 perfortnance
�ime.
(e) Cancellalion ol Pedormance; Closing ol Altraction. In the event of canceb
labon of any perlormance or closing of any Attraction afler Ticke�s therelor
�ave Ueen sold ihroeg� T ELETRON, issue a cretlit to ihe Ticket purc�ase��s
c2dit or charc�e car�7 accoon� in ihe amouN ol lhe eStaDhshed purchase
prica of the Tekel.
3. Obligations of Principal. Principal agrees that it shali:
(a) Programming Charge. Pay to TICKEfRON Ne annual nomretundable "Pro-
gramming Charge" specifietl on Page 1 hereof at the time of execution of
this Agreement by Principal and at Ihe commencement of each and every
subsequent Contract Vear of this Agreement for programming ihe Attrac-
tion�sl on t�e System.
(b) Honoring Tickets. Honor or cause to he �onoretl al I Tickets properly issued
through the System.
(c) Remote 7erminal/TELETRON Ticket Charge. Pay to TICKETFON the
"Remote Tertninal/TELETRON Ticket Charge" as specifietl on Page i here
oi tor each Ticket sold through the System on behalf of Principal at a
Remote Terminal antl, i� apPlicable, through TELETRON tluring ihe Term of
ihis Agreement, it being understood and agreed ihat TICKETRON is autho-
rized to de0ucl the lotal amount of such charges from lhe proceetls ot Tick-
et sales being held IN TRUST for Principal by TICKETRON.
(d) AmExCardDiscountCharge.PaytoTICKETRONNe"AmExCarODiscount
Charge" as specified on Page 1 hereof for each Ticket sold through TELE
TRON on 6ehalf ol Principal by meansof an American ExpressCard during
the Term of ihis Agreement, it being understootl and agreed that TICKE-
TRON is authorized to deduct the total amounl of such charges from ihe
proceeds of Ticket sales being held IN TRUST tor Principal by TICKETRON
eit�er under ihe terms hereof or otherwise. In the event ihat �he American
ExOress Company discount, fee or other percentage charged to TICKE-
TRON by t�e American Express Company is increasetl tluring the 7erm ot
this AgreemeM, the "AmEx Discount COarge" shali automatically De
�nrreased Dv the amoun! of said increase for lhe remainder ot �he Term of
this Agreement.
(e) VISAIMasterCard Discount Charge. Pay to TICKETRON the "ViSA/Master-
Card Discount Charge" as specified on Page 1 hereof for each Ticket soltl
throug� TELETRON on behalf of Principal tluring ihe Term ol ihis Agree-
ment that is purchased Oy means of a VISA or MasterCarQ it being untler-
stootl and agreed that TICKETRON is au!horizetl to tletluct the total amount
of such charges from the pmceeds of Ticket sales being heltl IN TFUST tor
Principal by TICKETRON ei�her under the terms hereot or ot�erwise. In ihe
eveM that the VISA andlor MasterCartl fee, tliscount, or other percenlage
c�arged to TICKE7tiO4 is increased during ihe Term of Mis Agreemenl, ihe
"VISA!MasterCard Discount C�arge" shall automatically be increased 6y the
arnount of saitl increase lor �he remaintler ot the Term ot Ihis Agreement.
(� Acceptance of Retums and 6echanges. In the event Principal wishes to
reenter into �he System a 7icket t�at is retumetl or exchanged at a Remote
Terminal. to notity TICKETRON in suflicient time in accordance wit0 proce�
dures to be designated by TICKETRON.
(g) Cancellation of Pertormance; Closing of Aflradion. In the event of the can-
cellation of any pedormance or ihe closing of any Attraction alter Ticke�s
have been sold throug� �he System or TELETRON pmmptly notity TICKE-
TRON and pay to TICKETRON lor each Ticket so soltl t�z amount of the
Remote Terminal ITELETRON Ticket Charges tha� would have been payable
un0er Agreement Socllon 3;c) hareof and the amount of the Principal's
Tickel Charges �hat wnWd have taen payable unaer Agrzement Sections
3Q) antllor AddenOUm Saclion 6�i? licreo! nao Ihere been no such Cancella�
tion or closing.
Sb Page 2 ot 4 Pages
(h) Caneelletion Cherge. In ihe event reluntls are made througn ihe Sy=�e�r '-,
Ticket purchasers on behalf oi Principal, as a resWt of canceuauon r,r ,n�
perlormance, �he closing of any Atiraction or for any other reason wnato-
ever, pay to TICKETRON ihe sum of "Cancellation Charge" per ticket or per
pertormance as specifietl on Page 1 as compensation to TICKETRON 'cr
making Such refunds, it bemg understood �hat TICKETRON may tletluct
such wncellation charges from the proceetls of Ticket sales being heitl IN
TRUST lor Principal by TICKETRON.
(i) Poncipal'sTickatC�arge.PaytoTICKETRON'Principal'STicketCharge"as
specifietl on Gage 1 hereof, for each Ticket sold at Principal's Box Office
antllor lqcations other ihan Remote Terminals during Ne Tertn of this
Agreement. TICKETRON is aut�orizetl m Oeduct such charges fmm t�e prp
ceeds of Ticket sales being �eld W TRUST for Principal by 71CKETRON.
Q) Indemnilication. Assume IiaDility for, and agrees to unconditionalty intlem-
nify, detend antl holtl TICKETRON free and harmless irom and against. any
and all lia6ilities, obligations.losses.0arnages, injuries, claims, tlemantls, perr
alties, actions. costs and ezpenses including reasonaDle attomeys' and col-
lection fees, ol w�atever kintl of nature and wherever occurring, in contract
or ton, arising directly or indirectly out of any breach of wartanty or obligation
by Principal or out of any perfortnance or nonpertortnance of any Atiraction
under or pursuant to this Agreemenl. Such intlemnities an� assumptions of
liabilities ana obliga[ions shall continue in full force and eHect, nolwiN�
stantling the expiration or termination of this Agreement NoNing contained in
this Agreement s�all authorize Principal to incur or impose any IiaDility or
obligation for or on behalt of TICKETRON.
(k) Taxes.Pay!correimburseTICKETRONforanyantlallentertainment,sales
or use t�es based on or measured by the value of Terminais, Ticke�s soitl,
monies. including Service C�arges, collected or othe� materials, SupPlies or
senices fumis�ed by TICKETRON under ihis Agreement. Principal shall
send ro TICKETRON copies ot all assessments, bills or other documents
relating to such tac promOtly upon filing.
4. Conilicting Agreemenls. In the event TICKETRON is now or becomes a
party ro a seoarate agreement with the owner or management of any Faciliry
where an Auraction is pertortnetl, Ne tertns of such separete Facility agree
ment shall apply to such Attraction.
5. Principal's Wartanry. Principal represents antl warranis that for each and
every pertormance of each and every Aflraction for which Principal has
apPOinted TICKETRON to act as its agent to make Tickets avai lable for sale on
the TICKETRON System, it is duly authorizetl Dy the Attraction, and by the
Facility wAere such Attraction is to be peAormed, ro:
(a) CoMrol, and does coMrol, ihe sale, distribution and allotment of Tickets to
such Attractionis); and
(b) Enter into this Principal-Agent (License) and Trust Agreement wiN TICKE-
TRON under the tertns and conditions set forth herein; and
(c) Obtain, and has obtained. any and all permits, iicenses, leases antl oNer
authorizations requiretl by laworotherwise necessary fortheactual pertor-
mance of such Atlraction�s) at Ihe Facrlity.
6. Proceeds ol Ticket Sales hust. Pursuant to its duties as receiving ana collect-
ing agent ol PrincipaL TICKETRON shall act AS TRUSTEE of the proceetls of
Ticket sales only tor ihe timitetl Ourposes stated herein, HOLD THE SAME IN
COMMON TRUST (or the benefit ol Principal, and remit the same to Principal in
accordance with the terms and contlitions set forth herein. With respect to t�e
pmceeds ot Ticket sales, Principal authorizes TICKETRON to:
(a) Enter into agreements for bank or other deposit accounts andlor for
custotlian, agency or tlepositor arrangements;
(b) Commingle them with like proceeds of Ticket sales matle ihrough the Sys�
tem �of Olher attraction5 in CommOn tNSt fund5;
(c) Detlua any amoun!s due to TICKETRON either untler ihe lertns hereof or
otherwise:
(tl) Remit to Principal in accordance wiN and sublect to fhe terms and condi-
tions o/ Sections 2(c) antl 10 hereof.
(e) Retain any benefits arising directly or indirectly out of Ne faiMful pertor-
mance of TICKETRON's duties under ihe Agreement.
7. DISCLAIMER OR ADDITIONAL FIDUCIARY OBLIGATIONS AND WAR�
HANTV. PRWCIPAL UN�EASTANDS AND AGFEES THAT TICKETRON DIS�
CLAIMS AND EXCLUDES ANY AND ALL OTHER FlDUCIARY OBLIGATIONS
AND WARRANTIES. EXPRESSED OR IMPLIED, WITH RESPECTTO TME PfiO-
CEEDS OF PRINCIPACS TICKET SALES BEWG HELD IN TRUST BY
TICKETRON.
8. Remole Service Charge. Principal hereby aWhorizes TICKE7RON antl �he
Remole Terminal Operators acting through TICKETRON�s aulhority to charge
to and collecl trem purehasers ol Tickets at Remote Terminals e"Remote
Service Charge" over antl above ihe Princlpal's establlshed Ticket pfice, in an
amount to be tleterminetl by TICKETRON Irom time to time, antl further
authorizes TICKETRON and the Remote Tcrminal Operarors to retain, in suc�
p�oponions as ihey may agree, such Remote Service Charge for their own
respective accounts as compensation for etlecting Ticket sales on behall of
Principal at Remata Terminals.
9. TELETAON Service Charge. Piincipal hereby authorizes 71CKETRON to
charge Io antl colical irom pmc�asers ot Tickets throug� TEL[TRON a"TEIE-
TRON Service Cha:ga" over 2nd 2GOVethe Principafs established Ticket price,
in an amount to e•� determinetl by TICKFTRON Irom time m time, and furt�er
aWhorizes TICK[TFON to retain all of such TELETRON Service Charge for
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RESOLUTION #247
Rev. 7/86
iICKETRON's own account as compensation for TICKETRON's eliecting
Ticket sales ihroug� iELETRON on behalf of P�incipal.
10. Claims Against Poncipal. In the event that a claim is Ouly presenteG to
TICKETRON against any or all ot the proceetls of Ticket sales Deing heltl IN
7RU57 for ihe benef it of Principai by TICKETRON, TICKETRON may, in its sole
discretion, withholtl remiflance of such Ticket sales pmceeds to Principal until
suc� time t�at t�e claim is withdrawn, compromised orot�erwisedisposed ol
to the satisfaction of TICKETRON.
11. Com011ance wit� law. Principal and TICKETRON s�all eac� comply with
all laws, regulations, statutes and ordinances applicable to them in connection
wit� Ihe operation of the System antl their �espective business activities antl
shall each obtain any permits anC licenses required by any applicable law, reg-
ulation, stamte and ordinance.
12. AMertisirg. TICKETRON may, at its tliscretion, promote antl ativertise ihe
Atiractions antl ihe availability of Tickets at Remote Terminals antl/or thmugh
TELETRON, an0 may use the name ol Principal, t�e Atlraction�s). Facility(ies)
an0 t�e pertormers, artisis or other aut�orized persons, it being understood
that TICKETRON tloes not undertake and is under no oDligation Io advertise,
promote or otherwise encourage the sales of PrincipaPS Tlckets through the
System antl/or ihrough TELETRON. Principal shall, in all advertising o� other
promotional material which it creates, causes to be producea, controls or
recommends, prominently include t�e TICKE7RON name andbr TELETRON
name logorype (in visual media) and telephone number an� reterence ihe
availability of Ticke;s at Remote Terminals and/or through TELEtRON. Prim
cipal further agrees ihat reference to the availabiliry of Tickets through the
71CKETRON System and/or through TELETRON shall be inclutletl in all its
ativenising antl all its metlia announcements in pnnt at least equal in size and
typeface and/or in time at least equal in length to that of any otherTicket reser-
vation antl/or sales service.
73. Bankruptcy. In the event that Principal is atllutlgetl a bankmD�. makes an
assignment for the benefit of crediiors, commits any other aFfirmative act of
insolvency, tiles a petition or has tiled against it a petition that is not tlis-
charged within ten (1� days tor reorganization, arrangement, debt rtwratorium or
other reliet for tlebrors under any bankruptcy, insolvency act, code or law, or in the
event a custodiaq receiver or trustee shall be appointea for Dusiness or prop
erty of Principal, neilher this Agreement nor any of the Service Charges col-
lected by TICKETfiON and Ihe Remote Terminal Operarors acting pursuant to
Principal's delegation of authority hereuntler no� any principal's Terminal
licensed and fumished by TICKETRON shall be tleemed an asset of ihe
Principal or of Principal's estate and TICKETRON may immediately terminate
this Agreement, in whole or in part, upon notice to Principal andbr exercise
any antl all remedies provitled for in Section 14 hereof.
14. Default. In the event ihat either party shall default in ihe payment of any
sums due hereunder tor a Deriod ot ten (10) days aNer tlue, or in Ihe event of
any other breach ot ihe terms and conditions of this Agreement or in the event
thal any execution, lery, ortler o� attachment or other like order, writ or process
shall be issued in or in connection with any action or proceedings, whelher
against Principal or against any individual, association, partnership, corpora�
tion or other entity whatsoever whereby any Principal's Terminal may be taken,
sold, or distrained, TICKETRON shall �ave all ihe remedies provided for 6y any
ap0licahle law and, in addition, where Principal is t�e party in default, TICKE�
TRON may, without notice ro p�incipal, immediatety:
(a) SuspendihesaleofTicketsatanyone�l�ormoreRemoteorPrincipal'sTer-
minals; and
(b) Terminate this Agreemen�, in whole or in part; antl
(c) Enter upon ihe Facility, olher Principal's Box Office bcation or any o�her
premises to repossess antl remove any one (1) or more of PrinciDal's Terv
minais andlor any antl all Ticket stock, supplies or materials fumis�ed by
i iGnETRON.
15. Reporls.IntheabsenceoffraudoroeliberatemisrepresentationbyTICKE
TP,ON, t�e TiCKETRON Trust Accounting Remittance Ativisory Report
("TARAR") and alt other System generated reports shall be deemed conclusive
as all amounts contained therein uNess, within thirty (30) tlays from tlate on
which Principal receives saitl TARAR or ot�er reDort, Principal gives TICKE
TRON wrilten notice of its objection settinq forlh in reasonable detail the
respects in which Principal believes suc� TAFAR or ot�er report to De
incorrect.
16. Force Majeure. TICKETRON shall be excused irom Ihe performance of any
obligation under ihis Agreement in the even� such performance is hinde�etl or
prevented by any strike, buycoU, lockout or ot�er labor �rouble: any storm, fire,
earthquake, flood or other Act of God; any riot, civil tlislurbance or any act of
war or of the public enemy; antl shcrtage, unavailabilily or disruption in the
suppty of labor, materials, fuels or tlisruption of postal, elecVical, telephone or
other utility service, any present or futu�e govemmental law, ortlinance, ortler,
rule or regulation; or any other cause or mntingency beyond TICKE7RON's
conirol.
1Z Assignmenl. Neither ihis Agreement nor any proceetls of t�e sale ot
Tickets nor any monies oNer.v ise tlue hereunder may De assig neQ iransferre0,
morigaged, pledgetl, hypotnecafetl or in any way encumbered or disposed of
by Principal wit�out ihe prionvrit:en canseni ot TICKETRON. AnyaSSignmen�,
trans�er or encum6rance, or any altemptetl iransfer, asslgnment or encum�
�rance witlloCt such consent sh,al; Ce null antl voitl antl stiall neitner relieve
Princip2l of any ot its oblication5 ^4reuntler nor create any obligation on Ihe
part of TICKETRON_ A successorin ,n�erest by merger,operationof laworvatid
Page 3 of A Pages
,assic�meni, �um.^.ase or ot�erwise of substantially the entire Dusiness of
P•,ecc::� �^ r=•eoy assume all of t�e obligations of Principal under t�is
Agre"m,r.✓.. P�ovi�e� that saitl successor gives TICKETRON prompt notice
�hereo! 3no .,r,cepts in writing all of the oDligations of Principal unaer this
Agreement and b�nher provltletl t�at TICKETRON consents to said successor
m wnting, Sa�4 SuCCes9or shall also suCCeEd to 311 of Ihe rlgh�s o� PrinCipal
untler this AgreemenL TICKETRON may al any time Ouring the Tertn of ihis
Agreement or thereafter assign or iransfer ihis Agreement, or any part t�ereof,
ro any person, party or entity whatscever inclutling, Dut not necessarily limited
ro, a successor in i nterest of inerger, operation of law, purchase or otherwise ot
substantlal ty the entire ticketlng business of TICKE7RON without the approval
or ton5ent of P!incipal.
tB. DISCLAIMER OF WARRANTY AND LIMRATION OF REMEDIES. PRINCI�
PAL AGREES AND UNDERS7ANDS THAT:
�a) TICKETRON DISCLAIMS AND EXCLUOES ANY AND ALL WARRANTIES,
EXPRESSED OR IMPLIED. W I7H RESPECT TO TH E TICKEfRON SYS7EM,
THE TERMINALS. 7HE TICKET STOCK, MATERIALS, SUPPLIES OR SER�
VICES �ICENSED Oii PROVIDED UNDER TNIS AGREEMEN7, WCLUDING,
W ITHOUT LIMITATION, ANY WARRANTIES OR MERCHANTABILITY OR fiT-
NESS FOR A PAFTICULAR PURPOSE; AND
(b) TICKE7RON SMALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE
CAUSED BV DELAY IN PURNISHING TERMINALS. TICKET STOCK,
MATERIALS, SUPPLIES Oii SERVICES OR ANY OTHER PERFORMANCE
UNDER OF PURSUAN7 TO 7HIS AGREEMENT. IN NO EVENT SHALL
TICKETRON BE LIABIE FOR ANY FAILUAE OF PRI NCIPAL TO SELL TICK-
ETS THROUGH THE SVSTEM OR OTHERWISE FOR ANY FAILURE OF
PRINCIPAL TO SELL ANY MINIMUM NUMBER OF TICKETS THROUGH
THESYSTEM;AND
(c) IN NO EVEN7 SHALLTICKETRON BE UABLE FOR ANY INCIDENTAL OR
CONSE�UENTIAL DAMAGES, EVEN IP TICKETRON SHALL HAVE BEEN
ADVISED OF 7HE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
NO ACTION. REGARDLESS OF FORM, ARISING OUT OF THE TRANSAG
TIONS UNDER TH IS AGREEMENT, MAV BE BROUGHT BY PRINCIPAL MORE
THAN NJO (2) YEARS AFfEF THE CAUSE OF ACTION HAS ACCRUED.
19. Goveming Lew. This Agreement shall be dcemetl to Oe a PRINCIPAL
AGENT (LICENSE� AND TRUST Agreement made under, and to be constmed
antl governed Dy, Ne laws ot itie State of New York.
20. ENTIRE AGREEMENL THIS AGREEMENT, INCLUDING ANY ADDENDA
ANDIOR AT7ACHMENTS, CONSTIMES THE ENTIRE AGREEMENT BE-
PRINCIPAL: CITY OF OSffi{OSH -
OSHKOSH CENTRE/GRAND OPERA HOUSE
By: ..........................................
Aut�orized Signature
William D. Frueh, City Man�ger
And:
.. ....
Name and Title (T pe or Print) �
Donna C. Serwas, �ity Clerk
_215 Church ��zenue. ....................
Streel Address (NOT P.O. 6oz)
Pshkosh,.wiscnnsin..5k9D 2 ................
.............................................
7elephone Number
On:....August..22>.19$6 .........................
Date
RESOLUTION #247 Rev.7186
TWEEN THE PARTIES IN RESPECT TO THE SUBJECT MATTER HE(7EOF AND
SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN, AND ALL NEGOTIATIONS,
CON V E�RSAnGN50R DISCUSSIONS HAD BEf W EEN THE PARTIES iiELATEDTO
THIS AGREEMENT. PFINCIPAL ACKNOWLEDGES THAT R HAS NOT BEEN IN-
DUCED TO ENTEF INTO THIS AGREEMENT BY ANY FEPRESENTATIONS OR
STATEMENTS, ORAL OR WRITTEN. THE TEFMS AND CONDITIONS OF THIS
AGREEMENT SHALL PREVAIL, NOTNITHSTANDING ANV VARIANCE WI7H
THE TERMS AND CONDITIONS OF ANY PRIOR DOCUMENT OR INSTRU�
MEN7 SUBMITTED BV OR ON BEHALF OF PRINCIPAL. 7HIS AGREEMEN7
MAV BE MOOIFIED OR AMENOED ONLY BY A WRITTEN INSTRUMENT
SIGNED BV THE PARTIES.
21. WAIVER.NONEOFTHETERMSOFTHISAGPEEMENT(INCLUDINGTHIS
SECTION 21) OR ANY TEPM. RIGHT OR REMEDY SHALL BE DEEMED
WAIVEDUNLESSSUCH WAIVER ISIN WRITINGANDSIGNEDBVTHEPAfi7V
TO BE CHARGED AND IN NO EVENT 8V REASON OF ANV FAILURE TO
ASSERT OR DELAY IN ASSERTING ANY SUCH TERM, RIGHT OR REMEDY
OR SIMILAR TERM, RIGHT OR REMEOY.
22. Independent Contractoc The relationshiD created by this Apreement Is ihat
of Principal and intlependenl contrador anC s�all not De construed so as to
constitute TICKETRON antl Principal as loint ventureB or partnen or to make
TICKETRON liable fo� the debis of Principal.
23. Severeblliry.Anydeterminationastothelegaliry,enforcea0ilityorvalidiry
of any one section or part of this Apreement shall not aRect any otfrer section or
part anq if detertnined illegal, invaliQ unconstitutlonal or unentomeable, the spe
citic section or part thereof shall be severed from this Agreement and Ne bal-
ance ol ihis Agreement s�ali remain in fuli force and effect for the remainder of
the Term o� t�is Agreement.
24. NoNCes. All notices shall be in wnting antl shall De tlirected to t�e office
atldresses of the parties statea �erein or to suc� otAer addresus as may De
tlesignated by eiNer party in notice to t�e othec Any notices or oMer
communications so addressed s�all De deemed Euly given it personally
tlelivere0 or if mailed by cenifieG or registered mail, retum receipt requested.
25. Captiona. T�e captions herein are for the purpose o( convenience of the
parties onty and shal I not aflect t�e meaning of any of the provisions hereot or
be Oeemed lo constitute any part of t�is Agreement.
26. Binding Elfecf. This Agreement shall �e binding upon and inure to ihe
heneFit oF ��e partie5 and Neir respective SuCCessors antl pertnitte0 assigns.
TICKETRON, a division of
CONTROI DATA CORPORATION
BY:.............................. .....
Anthony H. Dynicki, Miliraukee Area�Manager
....1201 ft.. Prospect. Aqenue ................
oia�e naerass
, , , ,Mil�ra}ikee, .Wisconsin. .53202
..............
On:..........................................
Effectiva Date ol This P-A(L)TA
Printed in U.;. �. _$d _ Page 4 of 4 Pages
�
s�s
��•
Tic��a�
RESOLUTION #247
T I C K E T R 0 ft
a division of
� � CONTIZOL DATA COf�POR�+T10N
TOLSTA No. M$6-03
(Rev. 6/84•1M)
TEAMINAL OPERATOR LICENSE, SUBAGENCY AND TRUST AGREEMENT
T'HIS LICENSE, SUBAGENCI' AND TRUST AGREEMENT is between TICKETRON, a division of Control Data Corpora-
tion, a Delawaze corporation, having an office address at 135Q Avenue of the Americas, I�[ew York, New York 1OQ19
("TICI�TRON" herein) and ..............GI27(..RF:. t?SItK0.SH..................................................................................,
(Please Type or Print)
a ....................................................................... corporation—partnership—association—individual doing business az
(SWte of Incorporatlon)
Ost�kosh, Cony,ent�o�„Ggntr� ..................................... ("Terminal Operator" hetein). TICKETRON appoinzs Ter-
minal Operator and Tzrminal Operator accepu appeinunent from TICKETRON, subject to the terms and conditions herein con-
tained, az subagent for the sale and issuance of Tickets and as TRUSTEE for the collection and remittance of TRUST FUNDS on
behalf of various Principals with whom TICI�TRON has entered into an agreement for the sale of Tickets. TICKETRON grants
to Terntinal Operator and Terminal Operator accepu from TICKETItON, subject to the terms and condiuons herein contained, a
6cense to operate the Terminal(s) furnished by TICKETRON for the sale and issuance of Tickeu at the following
Os}akoSkt..�An.venkxAn...�eAtF�..
�ro Horth Main Street
c)shkosk�...Wis.cansa.n.....549A3..
LOCATION(S) OF TERMINALS:
.............. ..........
�
�
.......................- -�� - -_
A. InitialTermbegins September..1 .................................198�...,andends....AuE;�s�..3J..........................., 198.Q...
......
B. Terminal Operator may retain $0 .. e'm.°a �in��ii�}��g�tl ��n po�ti�r�$�t�i��r�ce��e collected for each Ticket sold and
held IN TRUST pursuant to Section 4(e) hereof.
C. Different Times of Operation. (Section 4(a)) Days: ....... J3�A ............................. Hours: ...........................................
D. Minimum Average Weekly Ticket Sales (Section 4(c) ) of ...... �A ................................... Tickeu or the Area City Average.
E. Monthly TERMINAL RENTAL. CHARGE (Section 4(d)) of $..�A..00.
TERMINAL OPERATOR : CITY OF OSHKOSH �
OSIIKOSII CENTRE/GRAND OPERA HOUSE
By: ........................................................................
Auth���zed $ianat e
Wi�l�'.a:> P, Frueh, C:.Cy �{anager
And-:' Donna CMam��d�v'tle (�p�3br�iRtFk ...................
...2� 7.:�liurch _ �1ve ,.... i :..:�: . � i ..................................
Office Address:
„ Oshkosh.�. Wisconsin..,,�4902,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
On: Aug�ust .22,,.1986
............... . . . ...............................
Date
Pago 1 of 4 pages
TICK�TROPd, a division of
CONTROL DATA CORPORATION
��' .
By: ........................................................................
Anthony II. Dynicki, Milwaukee Area Manager
..... �247...�?,..�z:o.ses�� . A.venue ..............................
Office Address
.... Mil;raukee �,. Wisconsin,.. 53202,,,,,,,,,,,,,,,,,,,,,,
On: .......................................................................
Eftective Date oi this TOLSiA
Continued on reverse side �
DEFINITIONS
"Attractc,^.isj'shall mean musical antl t�eatrical protluctions, concerts, sport-
ing evems, ,Ner artistic and entertainment events and other transactions and
events for whic� Tickets are iasueE through Ne System.
"LOCaUOnla�" snall mean t�e O�emises owneE, leased or ot�erwise controlleE by
the Term�nal Operator at the O�acals) sDedfled herein unEer "LOCATION�S) OF
TEHMINALS" wnere Terminala s�all be located pursuant to t�is Agreement.
"PSnonnet" shall mean any principals, ofticers, employees or servants of Terml�
nal Operator.
"PrInelD�l" s�all mean an Indlvldual, assoclatlon, partnershlp, corporatlon or
other entity which coMrols the sale antllor tllstriDutlon of Tickeb to ona or more
Attractlons wit� w�om TIGKETRON �as enteretl Into an apreement for ihe sale
antl issuance of Tickets.
"Ssnlee CMrqs" shall mean a separete c�arge for each Ticket purchaseC
through t�e System, in addition ro the estabils�e0 purchase ptice of that Ticket,
as aut�orizeA by ihe Principal.
RESOLUTION #247
°Sysfam" shall mean the computer system operated 6y TICKE7RON lor t�e aale
and Issuance of Tickets by means ot Tertninals.
'Term" shall mean the Initlal Term of ihis Agreement as specified �ereln, end, If
continued pursuant to Sectlon 1 hereof, the Fenewal Term of Nla Agreement
until terminated as provltletl for hereln.
"Terminal"shall mean an electronic unit II nke0 to TICKETRON's computer facll�
Itles capable of displaying Informatlon as �o avella0illty of resarvatlona for
Attractlons and of 199uinq Ticket9 On Dehalf of ve/lou9 Pilncipale.
'Tleketi" s�all mean tlekets of resarvatlon and/or aCmiaElon to Attractlona
issued by means of the System on behall ot varlous Princlpele.
"TRUST FUNDS" shall mean the estaDllshe0 purchase pdce and t�e Servlca
Charge collecteC tor each Ticket Dy Terminal Oparator �e10 IN TRUST by Terml�
nal Operator, actinp as "TNUSTEE;' for benefit of the respective Principala pur-
euant to Sectlon 4(e) hereof.
TEHMS AND CONDITIONS
1. Tsrm. This Apreement snall not be binding upon TICKETRON untll accepteE
antl executed Gy TICKETRON Area or Regional Manager or other person author-
Ized Oy TICKETRON, shall then Oe effecUve for a minimum initial periotl of twelve
(12) consecutive months, unless otherwise Indlcate0 on Page 1 hereoi, com-
mencing on t�e Oate this Apreement Is executed Dy TICKETRON, unless termi-
nated eadier as providetl for in Sections 8 and 9 �ereof ("initiat Term" hereir.) antl
shall cet continue Nereafter until terminated by either party Dy not less than
thiny (30) days written notic5 to the other party or as otherwise provitled for in
Sections B and 9 hereof ("Renewal Term" herein�.
2. Representation 6y TICKETRON. TICKETRON �epresents inat TICKETRON is
autnorizatl Dy Principals to act as agent to arrenge for the sale and issuance of
Tickets for Attractions through Ne System.
3. Obligailona ol TICKETRON. 71CKETRON agrees that It shall:
(a) Installation and Mainlenanee of Terminal(s). After the commencement o(
t�e Term and after its approvai ot the facilitiesand of thephysical site, install
antl maintain in pootl working order at least one (1) Terminal and microtiche
reader at each Location.
(b) Te�ninel MeteAale and Suppiies. Provide a Remote Terminal Operator's
Reference Manual, a current Event Guide on microfiche. a miciofiche reader
and ot�er materiais, supplies and information sutficient for the continuous
operations of eac� Tertninal.
(c) Tralning. Train Personnel provided by ihe Tertninal Operetor to operate the
Terminaqs�.
(d) Complianee wllh 4ws. Comply with all laws, regulations, statutes and
ordinances apDlicable toTIGKETRON in connection with the operetion of tAe
System.
(e�7RUST FUNDS. Hold TRUST FUNDS paiC to TICKETRON pursuant to
Section d(e) of t�is Agreement on behaH of Principals antl pay over such
TRUST FUNDS In accordance with its respective agreements with Principals.
4. Obligations of Terminal Operator. Tarminal ODerator agrees t�at it shall:
(a) Operalion ol Terminal�s�. Operate Terminal(s) installed at each Location,
offer 7ickets lor sale to ail Attractions on the Tickebon System by means of
each suc� 7erminal antl sell and issue Tickets to the public lorall Adractions
on the Ticketron System by means of the Tickehon System onty on behalf of
Ine respective Principals tlurinq !�e effective Term of this .4greement com�
mencing wit� the tlate oi instaf lation of each Terminal and during t�e longer of
the times w�en eac� such location is open for business or from Monday
ihrough Saturday, eitner 9:00 A.M. through 5:00 P.M. or 10:00 A.M. ihrou8h 6:00
P.M. untess dilferent times ot operation are required, as set lorth on Paga i
hereol At TICKETRON's reQuest, ihe hours lor operation ol ihe Terminal�s)
may vary in accortlance with ihe neeC for certain Attmctions.
(�) Booth xnd Perbonnel qequirement5. Provide a tlistinclive space, �oot0 or
counter at each Location and the necessary suitab�e Personnel to operete
such Terminal during �he h0urs when each Terminal Is In operation.
(c) Minimum Averege Weekly Ticket Saios. SubsequeN to an "INtial Transb
tion Period" ol four j4) weeks (w�ich Initial Transition Period shall commence
on t�e lirsf Montlay following Ne effective tlate of this Agreemenp, Terminal
Operator must ma�ntain a minimum average number of Ticket sales equal to
the city average week�y Ticket sales for all Terminals In (ull oDeration within
the Cesignatetl Marketing Area ("Atea Cily Average" herein) or equal lo ihe
number of Tickets specilietl on Paqe 1 hereof. In ihe event Terminal Operator
fails to maintain minimum average weekly specified on Page t hereof Tickei
sales lor any Terminal required �erein, Terminal Operator shall be deemed to
bo In delault of this Agreement and TICKLTRON, may, at any time, upon t�irty
(30) days written notice to Terminal Operator, te�minate lhis Agreement in
respec; el any such Terminal operatetl by Terminal Operator and TICKE7PON
shall have all ihe rights antl remetlies avai�able to it under Section 9 hereof.
Pa9e 2 of 4 pagas
-8f-
(tl) Terminal Rental Charga. Pay td TICKETRON, on the flnt buainass Oay o1
each month, Ihe mont�ly "Terminal Rental Charge" speclfied on Pege 1 ha�eof
b� each antl every month or portlon Mereo( dudnq the Term of t�la Apreement.
(e) Collaetlon anA R�mltta�ce ot Truet FunES. Collact aa TRUSTEE for tM
Denefit of the respective Principals ihe eatablisAed purchese prlce of eac�
Tickel and Ne Service Charge for each Ticket solC or issued at a Terminal, aa
specified anC aut�orized by the res0ective Principals, and, as TRUSTEE
MOLD AND SAFEG UARD ALL SUCH FUN DS IN TRUST In the manner repuiretl
by TICKETRON and Ceposit In t�e TICKETRON DeDOSitory Bank Account
tlairy any and all Ticket Sales collections and Servica Charyes, forwarC tlaity
the tleposit slips therefor to TICKETRON anC to otherxisa comply wit� tha
InsVUCtions ot TICKETRON as to said Deposltory Bank Account, It Deinq
understood thal the respeclive Principals �ave authorized Terminal Operator
anC 71CKETRON b retain such Service Charge �or iheir own accounts as com-
pansation for effecting sales of Tickets on De�alf of tha Principals prior to
disVibution ot the TRUST FUNDS to PdnciOal and that Terminai Operator may
retain a portion of the Service Charge col lected for eac� Ticket solC as speci-
fied herein. ALL SUCH T.7JST FUNDS, WHILE IN THE POSSESSION OF OR
UNDERTHECONTROLOFTERMINALOPERATOR,SHALLBEATALLTIMES
DESIGNATED AND HELO IN TRUST SEPARATE AND APART FROM ANY AND
ALL FUNDS BELONGING TO TERMINAL OPERATOR Ofi 70 ANY OTHER
PERSON OR ENTITY WHATSOEVER.
(f) Deposltory Bank Account. Open a bank account apProved by TICKETRON
in the name of Terminal Operator as agent to� TICKETRON, a divislon of Control
Data Coryoration, tleposit therein Cairy any and all Ticket sales collectlons anE
Service Charges, forward daily the deposit slips therefor to TiCKETRON antl to
otherwise compty with the instmctions of TICKETRON as to saitl Depository
Bank Account. Terminal Operator expressly waives any Interest In the Trust
Funds once deposits are made therein. TICKETRON shall �etain possession
of any antl all checks and only certain tlesignatetl TICKETRON representa-
tives shall make withdrawals fmm saitl Depository 8ank Accounl. At any time
tluring ihe Term of ihis Agreement, TICKETRON shail be aliowetl to verify wit�
t�e Bank ihe de0osited amounis ot saitl TRU57 FUNOS. All such Ceposits
shall De in cash and/or �y certifietl or bank c�ecks only.
(g) Obllgation on Issuance ol Tlckete. Make payment to TICKETRON for t�e
estahlished Durchase price of each 7icket and Service C�arge for each Ticket
pri nte0 or issuetl by Term inal Operator regardless of whathar or not suc� Tick-
et has been sold or payment therefor has Deen collected. Unless specilically
so aut0orizetl In writing 6y TICKETRON, Terminal Operalor shall not cause
any 1"icket b be pr.nted, iesued or tleliveretl without a concurtent cas� or
aedit sa�e tnereo(.
(h) Indemnity as to 7fiUST FUNDS. Uncontlitionally Indemnify, tlefend anC
hold TIC KETRON tree an0 harmless irom and against any antl all clal ms, dam�
ages, liabilities, bsses ana expenses, Inclutling reasonable atlorneys' and
collection fees, arising directly or indirectly irom any loss of or deliclency in
t�e TFUST FUNDS until such TRUS7 PUNDS are fully paitl over �o TICKE-
TRON regardle5s ot any faWt, negiigence or lack thereot.
(i) Access by TICKETpON. PermH reasonable access by TICKETRON or any
person tlesignatetl by It fo�ihe installation, servicing, alteration antl preventa-
tive or remediai maintenance of the Terminal(s) antl ol communicatlon lines
and, at t he end of tho Term, p�ovitle Immediate access for t�e ramoval ihereol.
Q) Electdc Powec Furnish suitable grountled, altemating currenl (AC) elechic
power by means of dedicated ci rcuits at no cost or expense �o TICKETRON lor
use by lhe Terminal at eac0 Locatlon and an electdc connection or outiet to
furnish suc� pawer.
(k) F,Salntenanr.e ol Event Guide, Sentlnp Dlagrama, Signs end Promotlonal
Malodel. Keep the aforesaid Event Guide current with new material to be sup-
plietl Uy TICKETRON irom time to time, display seating diagrams to customers
for Tickets, prominently post siBns and use such other promotional matarial
at each Location as may be reasonabty requestetl by TICKETRON, such signs
and materiais �o be fumished by TICKETRON.
(I) Complle�� wlth Hsmob Tsrtnlnel Opararoi n Reierence Manual. Comply
w1t11 all direCtlons antl procedure9 linclumng emerCency O�oceOures in ihe
avent ot a breakdown or malfunctlon in Ih? Systern Cr in any Terminal tur-
nished hareunder) set forth in the Remote Terminal Operator's Reterence
Manual, lncorporatad �ereln by reference as �ul ly as tnough sat forth at lenpt�
herein. In t�e event TICKETRON shall revise or motlity the Remote Terminal
�Deretor's Reference Manual oranyotherTerminal orSystem procedures,Tea
minal Operator shall be aAvised of such c�anges, whereupon such changas
ahall be deemed incorporatetl herein by reference.
(m� RNUm al Tsrminds, MaNdab antl Supplla� ta TICKETRON. At ihe end of
the Term, retum the Terminal(s�to TICKETRON In gootl condition, iea5ona�le
wear entl tear excepteC, anG return in pood condition al l unuaeC Ticket stock,
materlala anC supplles furnis�etl by TICKETRON �ereunder.
(n) Psrmittetl Use�. Refreln (rom using any 7erminal(s�, Ticket atock, materlala
or suDD�les fumishad by TICKETRON hereunder for any purpose or in any
manner not ezpresaly providetl for �erein,
(o) Llmltatlons Upon TICkN Sales. Rafraln from aelling Ticketa to Attractiona
to persona whom Tertninal Operetor �as reason to know are ticket Drokers,
ticket apencies, or principals, em0loyees, senants, contractors or apenb
t�ereof or to any persons untler clrcumstancea in w�ich Terminal Operator, its
Personnel, Ilcensees, contractors or aqents �ave reason to Delleve Nat suc�
Tickets will be resold; refrain from sellinp ten (10) or more Tickets to any par�
son for any Attractlon unleaa specitically authorized to do so by TICKETRON
acting upon tha Inntructiona of t�e respactiva Principals: antl post signs stat-
ing that Tickats purchased at each Location may not be purchased for resale.
In atltlition, TICKETRON reaenes ihe rlght further to Iimit, In accortlance with
the Instructlons of t�e respeciive Principals, the number of Tickets which may
Da sotd to any one parson antl/or dudng any time psnoC in respect tc any one
or more Attractions.
(p) Uas ol Tleket Stxk. Usa Ticket stcek aupplleG onty by TICKETRON for
preparation of Tickets and notity TICKETRON imme0lately when a supply of
Ticket stock is recelvetl at each Locatlon on a D�e-addressed, prepaltl posP
carC to be pmvitled by TICKETRON. TICKETRON shall retain title to all un-
printed ilcket stock until used fo� ihe printing o� a Ticket. Tertninal Operetor
shall safeguartl al I Ticket stock supDlied to it, keep all such Ticket stock sepa-
rete, aDart anA secure, and keep complete anC accurate recortls at each Loca-
tlon indicating ihe pre0�intetl serial num�erof all Ticket stxk received, used
or otherwise disposed ot at Me res0ective Location(s�, suc� reco�ds to be
ke0t in accordance wit� Insiructions issued from time to time by TICKETRON
anG to be available for Inspection by TICKETRON at any time during t�e Cusi�
ness hours of the raspective Locations.
(Q) Aetountability lor Ticket Stxk. Terminal Operator shall De accountable to
TICKE7RON for all Ticket stock supplied to it and agrees to unconditionalty
indemnity, tlefenC and hold TICKETRON free and �armless trom and against
any and all claims, Camages, liabilities, losses, costs and expenses, including
reasonable attorneys' antl collection fees, arising directly or inCirectly out of
Camage or desUUCtion to or out ot the unaut�orized use, thett, burglary, lao-
ceny, embeulement, abandonment or of tleficiency in any Ticket stock sup-
plied to Tertnlnal OOeretor regartlless of tault, negligence or lack ihereof.
(r) Retums anE Ezehanqea ol Tiekeh. Accept the return or exc�ange of Tick�
ets solely as to those Attractions, Gates, seats and under such tertns and
contlitions as authorizeC by Princi pal and so dasignated by TICKETRON, post
signs at eac� Location staUng t�e Service C�arge is not refundable and ot�er�
wise comply with ihe refuntl and exc�ange Da���Y of TICKETRON in accor-
dance wit� ihe instructlons of Principals as to any Tickets, whether or not
purc�ased at Terminal Operator's Location. If Terminal Operator shal I, without
suc� authority, accept the retum of or exchange any Tickets (i) neitherTICKE�
TRON nor ihe respective Principal shall be obligated to reimburse Terminal
Operator tor any funtls reivnded or to honor any Tickets Issuetl in eny suc�
ezc�ange; (i I) Terminal Operator shall indemnify and hold TICKETRON antl t�e
respective Principal �artnless fmm any loss, liability, damage, cost orezpense
they may suffer or Incur as a resWt of actions, claims, demands, orjudgments
aBainst them arising tli rectly or inCirecqy out oF any such unauthorizea refund
or exc�ange regartliess of taWt, nepligence or �ha lack Ihereot.
(s) Loss, Demage, or Dentrucllon of Terminals. Uncontlitionally InOemnify,
defend and �oltl TICKETFON tree and �armtess from and against any antl all
claims, tlamages, Ilabilities, losses, costs and expenses, Including reasom
able attomeys' and collection fees, arising tlirectly or intlirectly out of the
iheft, burglary, larceny, unaut�orized use, damage, tlastruction or abandon�
ment of any Terminal licensed by TICKETRON hereunder to Termi nal Operator
�ereunder regardless of fault, negligence or lack thereo�.
(t) Prohi6111on Agalnst Moving orAlfering Tertninals. Refraln from moving any
Terminal irom or within Ns Location�s) and irom making or pertnilting any
atltlition or alteretlon to any Terminal wlihout t�e prlor written consent of
TICKETRON.
(u) Prohlbllion Agalnst Aaslpnment or Encumbrance oi Pighis. Not assign,
irans�er, morigage, pledge, hypothecate or in any way encumber or dispose of
any or all of Its rights under this Agreement orany Terminal or part thereof or
any TRUST FUN DS col loctod hereunder or rent, sublicenso or lease any Termi�
nel or part thereof or permit any Terminal or part t�ereof to be usotl by or for
anyone other than Terminal Operatoror Its Personnel wit�out �he priorwritten
consent of TICKETRON. Any asslgnmont, irancfer or encumbrance, or any
attemptetl assignment, transler or encumbrance without suc� consent s�all
RESOLUTION #247
Ge null and voitl antl shall not relieveTermina, Operaror of ite oDligatlons here�
untlec Notwit�stantling the Drecetling two sentences, a successor in Interest
by merger, operation of law or valid assignment, purchase or otherwise sub�
stantialty the entire Dusiness of Ne Terminal ODerator shall acquire all rights
of t�e Terminal Operator provided that 5ai0 successor pives TICKETFON
prompt notice an0 assumes in writing all ot the obligations oi the 7ertninal
Operetor hereunder.
(v) �rohibltion ol Obacurirq Namen. Not obscure or In any way block trom
view any names or mark oi TICKETRON or ol CONTROL DATA CORPOFATION
as they may apDear on any Tertninal, Ticket stock supply or material �umishetl
by TICKETRON hereunder.
(w) Ripht of Inspaction. Permit TICKETRON ro inspect iecords ot tha Terminal
Operator for the Ourpose of tletermiNng arW/or verifying the amount o( TRUST
FUNDS collecteA by Terminal Operatoc It any auch inspection tlisclosas a
Oeficlency In t�e amount of TRUST FUNDS heltl for o� pald wer to TICKETRON,
Tertninal Operator shall promptly remit to TICKETRON any amounts due on
account of suc� deficiency.
(x)Tasea. Pay o� reimburse TICKETAON for any entl all entenainment, sales or
use taxes, Eased on or measured by t�e use or value of the Terminals, mater�
lals or sup0�ies fumishe0 by TICKETRON under tNS AOreement Terminal
Operator sAall send to TICKETRON copiea of all bills or other EocumenW
relaHnp to such tax promptly after the filinp tnereoi.
(y) CanD��anea with 4ws. Comply wli� all dortiestic laws. regulations, statutes
and ortlinances a00���able to Terminal Operator an0/or ihe Tertninal(s) In con-
nection with the oDeretion of ihe System and oDtain all permits anA licenses
reQUired by any law, regulation, statute or ordinance for the saie oi Tickets or
the operetbn of Terminals.
(z) CondNlonal License to Operote Tartnlnaqa).
(i) As a condition of obtaining antl retaining a Iicense from 71CKETRON to
operate ihe Terminal(s) fumished by TICKETRON �ereunder tor the sale anC
issuance of Tickets to t�e pu6lic lor Attractions on ihe TICKETRON System,
Tertninal Operator agrees tt�at it s�all not offer tickets for sale by means of
enothef ticketing sy5tem, w�ethef automateC, eleciromeChaniwl, electronic
or manual, or sell, issue or distribute D�epdntetl or hard Tickets. Ticket vouc�-
ers or othertickets orCered or purc�aseC Dy any other means,inclutling by
telephone or mail ortler, to the public at the Locations at which t�e Ticketion
Terminals have been installed hereuneer witAOUt the prior wntten consent of
TICKETRON.
(ii) In the event the Terminal Operator shall so issue, sel I, distriDute or offerto
issue, sell or distribute such oNer tickets atany Location at whic� Ticketron
Terminais have been installed hereuntler, Terminal Operator shall be Ceemed
to be in detault of ihis Agreement and Ticketron s�all have all t�e rights and
remedies available to it untler Section 9 hereoL Further, in suc� an event, Teo-
minal Operator'S license to operate any and all Terminals hereunder s�all be
deemed to De immediately sus0endetl without notice and Tcketron may,
upon giving writlen notice to Terminal Operator, terminare t�is Agreement
either in its enlirety or as to Ihe Terminal�s) at the Location(s) at w�ich Termi-
nal Operator has violated t�e conditions of Section 4(z) (i) hereoF.
5. Terminal Not ta Become a Fizture. No Terminal shall be tleemed to have be-
come affixeC to or part of ihe real property of the Location where it Is installed
nor shall any incitlent of owners�ip of any Terminal be Oeemed to have passetl to
Tertninal OOeralor by reason of installalion thereof or by reason of anything con-
tained in t�is Agreement.
6. DISCLAIMEROFWARpANNANDLIMITATIONSOFREMEDIES.TERMINAL
OPERATOR AGREES AND UNDERSTANDS THAT:
(a) TICKETRON DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES,
EXPqE55 OR IMPIIED, WITH RESPEGT TO THE TICKETRON SYSTEM, THE
TERMINALS, THE TICKET S70CK MATERIALS, SUPPLIES OR SERVICES
LICENSED OR PROVIDED FOR HEREUNDEfi, INCIUDING, K'I7HOUT LIMI-
TATi'vN, i.NY yyqRnANTIES OF MERCHPNTABILITY OR FlTNESS FOR A
PARiICULAR PURPOSE; AND THAT
(b) TICKETRON SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED
BV DELAY IN FURNISHING TERMINALS, TICKET STOCK, MATERIALS, SUP-
PLIES OR SERVICES OR ANV OTHEA PERFORMANCE UNDER OR PURSU�
ANT TO THIS AGREEMENT. IN NO EVENT SHALL TICKE7RON BE LIABLE
FOR ANV SPECIAL, INCIDENTAL OR CONSEOUENTIAL DAMAGES, EVEN IF
TICKETRON SHAL� HAVE BEEN ADVISED OF THE POSSIeILITY OF SUCH
POTENTIAL LOSS OR DAMAGE.
Z Acts of GoO. Tickatron s�all be exwsed from Me performance of any obliga�
tion under this Agreement in i�e event such performance Is hindere0 or prevent�
ed by any strike, lock-out or any other labor irouble; any storm, fire, eanhquake,
flood or any Ac� ot God; any riot, civil disturbance or act of war o( the public
enemy; any shonage, unavailaDility or in�ertuption of the suppiy ot labor, mater�
ials, fuel or utilities; or any ot�er cause or contingency beyontl its conirol.
B. Qankruptcy. In Ihe event that Terminal Operator is adjudged a bankmpt,
makes an assignment lor the benefit of creditors. commits any ot�eraffi�mative
act ol insolvency, liles a petition or has filed aGainst ii a petition ihat is not tlis-
chargetl within ten (10) days for reorganization, arrangement, tlebt meratorium or
othe� relief for tlebbrs under any Dankrupicy, insolvency act, cotle or law, or in
the event ihat a custo0ian, receiver or trustee is appointed for the business or
property ot Terminal Operator, nei��er t�is Agreement nor any of t�e Terminals,
Page 3 014 pages
— $9 — Continueaonreverseside�
Ticket stock, material or supplies lumis�ed Dy TICKETRON �ereunder no� any
ot I�e TRUST FUN DS s�all be tleemed an asset of Termi r al Operator and TICKE-
TRON may terminate this Agreemem immeCiatery u0on notice to Terminal Oper-
ator antl exercise any anC all of the remedies provided for in Section 9 nereoi.
9. Deleult In Ne event thet Terminal Operator s�all tlelault In the payment of
any TRUST FUNDS collecteG for or due lor or on account of the sale oi Tickets,
or In the event ol any default or breac� of any of the tertns or contlitions of t�is
Agreement or any other agreement between the Dartles hereto, or In ihe event
that any ezacutlon, lery, ortler of attac�ment or olher like ortler, wdt or process
s�a11 be issueA in oi in connectlon with any action or prxeeding, wnet�erepainst
Terminal Operator or against any olher person whereby any Terminal may be
taken, sold, disposed of or disiraineq then in such event 71CKETRON or its
assigns shall �ave all of t�e remeGies provided by any apDl ica6le law or in equity,
antl, in a401tlon, may sus0e�4 t�e operetion of any Terminal antl, additionally,
may upon piving writtan notice to Terminal Operator, terminate ihis Agreement
e1Ner in its entlrery or as to any one or more Terminals. In t�e event of any such
termmation, all indeDtedness of Tertninal Operator to TICKETRON hereundar
and al I obl igatlons of Terminal Operator to pay over any and al I TRUST FUN DS to
TICKETRON s�all become Immetliately due, owing and payable wit�out furiher
notice from TICKETRON. Upon terminatlon of this Agreement in respact oi any
Terminal, TICKETRON shall Aave immeGiate access to suc� Terminal lor
removal thereof from the Oremises where il i5 InStalled.
10. Subslitutlon o/ Terminals. TICKETRON shall �ave ihe iight at any time to
substitute any Terminal for any other Terminal Drovitled that such suDStitutlon
shall De at tne expense of 71CKETRON antl s�all De tlone in a manner not to inter�
fere unreasonably witA the Dusiness ot Terminal Operator.
11. Ineurence.In thaevent Terminai Operator shall at the h?6inning of the Initial
Tertn have or ihereatter, during the Term of tAis Agreement, acpuire, c�ange or
renew any Dolicies of insurance providinp protection against t�ett, burglary, lar-
ceny, tlamage, tlestruction, loss, unauthorized use or removal of the Terminal(s),
Ticket stock, materials or su00�ies, o� any parts or poAions the�eof, supplied by
TICKE7RON �ereuntler, and/or against theft, burqlary, larceny, embeulement,
loss or unaut�orized, dishonest or irautlulent use, conversion or removal of the
7RUST FUNDS, or any portlon ihereof, colleded and �eltl by Terminal Opereto�
pursuant �ereto, Tertninal Operator shall promptly inclutle TICKETRON as an
additional insureC party on all suc� policies ot insurance, each insurance
coverage to provitle at least t�irty (30) tlays prior written notice to TICKETRON of
cancellation, change or nonrenewal. Tertninal Operator agrees to fumish
TICKETRON with certificate(s) of insurance, satisfactory to TICKETRON,
evidencing compliance with the requirements of this Section it. Terminal Oper-
ator agrees to reimburse 71CKETRON tor any portion of ihe loss, damage or
destruction of ihe Terminal(s) or other equipment fumished by TICKETRON to
Terminal Operator that is not corere0 by such policies of insuranca at the re�
placement cost value thereot.
12. Cha�gea In AlVactiona. TICKETRON reserves ihe right at any time to add or
tlelete Attractions, antl Principals have reserved t�e rigM a[ any time to change
Ticket prices, the Service Charge, times and dates of performances, seati ng paF
tems, locations antl arrengement, antl other terms and conditions relating to
Tickets an0 the sale thereo�_ 7ertninal Operator agrees to comply with any and
all instructions Issuetl by TIGKETRON in respect of such changes.
13. Ezpenses ol Enforcement. TICKETRON shall be entitled to any and all rea�
sonable costs and expenses, induding reasonable attomeys' and collection
fees, inwrretl by TICKETRON in the enforcement ot any part of Ihis Agreement.
14. Assignmenl by TICKETRON. TICKE7RON may at any time tluring t�e 7erm
RESOLUTION #247
hereoi or thereafler assign any or al l Oi It9 benefit9 untler t�le AOreement to any
person or entity w�atsoever without the approval of Tarminel Operaroc In t�e
event TICKETRON so assigns any or all oi its Denafits �ereunder, TICKETRON
shall qive Terminal Operator at least five (5) tlays wdtten notice thereo�.
15. Secudty IMemst. Thia Aqreemant shall be deematl to be a eacurity apretr
ment for t�e purpose of ihe Uniform Commercial Coda antl TICKETFON la autho-
rizetl to file and renew without the necessity ot any furt�er consent, aut�onra-
tion or execution 6y Terminal Operator (exceD� �hat uDon TICKETRON's redueat,
Tertninai Operaror shall execute and tlelivar all necessary fllinpn) sucn Unitorm
Commercial CoAe Financial Statemenis or Notices In auc� venues ae eliall De
necessary to perfect such eecudty intereat.
16. Goraming Law. This Apreement s�all be tleemetl to Oe a LICENSE, SUB•
AGENCY AND TRUST AGREEMENT maCe unGer, anC to De conatruetl anC qov�
erne0 by, ihe tlomestic laws of t�e State of New York.
/7. ENTIHE AGREEMENT
THIS AGREEMENT CONSTIMES THE ENTIFE AGREEMENT BETWEEN
THE PARTIES IN RESPECT TO THE SU&IECT MATTER HEREOF AND SUPER-
SEDES ALL PROPOSALS, ORAL OR W RITTEN, AN D ALL N EGOTIATIONS, CAN-
VERSATIONS OR DISCUSSIONS HERETOFORE HAD BETWEEN THE PAFiTIES
RELA7ED 70 THIS AGREEMENT. TERMINAL OPERATOR ACKNOWLEDGES
THAT IT HAS NOT BEEN INDUCEO TO ENTER INTO THIS AGREEMENT BY ANY
REPRESENTATIONS OR S7ATEMENTS, OfiAL OR WRITTEN, NOT EXPRESSLY
CONTAINED HEREIN. THE TERMS ANO CONDITIONS OF THIS AGREEMENT
SHALL PREVAIL, NOTWITHS7ANDING ANY VARIANCE WITH THE TERMS AND
CONDITIONS OF ANY PRIOR DOCUMENT OR INSTRUMENT SUBMITTED 8Y
OR ON BEHALF OF TEfiMINAL OPERATOR. THIS AGREEM ENT MAY BE MODI-
FlED OP. AMENDED ONLY BY A WRITTEN INSTRUMENT SIGNED BV THE
PARTIES HERETO.
18. WAIYER.
NONE OF 7HE TERMS OF THIS AGREEMENT (INCLUDING THIS SECTION
18) OR ANY TERM, RIGHT Ofi REMEDY HEREUNDEFi SHALL BE DEEMED
WAIVED UNLESS SUCH WAIVER IS IN WRRING AND SIGNE� BY THE PAqTV
TO BE CHARGED THEREWITH AND IN NO EVENT BY fiEASON OF ANY
FAILURE TO ASSERT OR DELAY IN ASSERTING ANY SUCH TERM, fiIGHT OR
REMEDY OR SIMILAfi TERM, RIGHT OR REMEDY HEREUNDER.
19. Severabillty.Anydetertninationastothelegallty,enforceabllityorvallCityof
any one section or Dart of this Agreement shall not affect any other section o�
part and, if determined illegal, Invalid, unconstiNtional or unenfo�ceable, the
specific secfion or part ihereoi shall be severed from this Agreement arW ihe
balance of this Agreement shall thereafter remain In full force and effect fathe
remainder ot ihe Tertn of Nis Apreement.
20. NoticeS.Allnotice5providediorhereinShallbeinwritingandShallbeEirected
to Ihe office addresses of the parties state0 herein or to suc� ot�er addresses as
may be tlesignatee Dy wntten notice. Any notices or other communicationa so
addressed shall be deemed duly given i( personally delivered or if mailed by cer•
tified or registered mail, retum receipt requested. _
27. Caplions. The captions �erein are fa t�e purpose of convenience of tlie par-
ties only and shall not affect Ihe meaning of any of the provisions �ereof or be
tleemed to constitute any part ot this Agreement.
22. BlndingEflecl.ThisAgrcementsha116ebindinguponandlnsuretotheDen-
efit of t�e parties and their respective heirs, ezecutors, adminisirators, succes-
sors antl permitted assigns.
-gh -
Prin�ed in U.S.A. Pape 4 014 pages
RESOLUTION #247
ADDINDUM NO. ONE (1)
lhis Pddend�un No. One (1) to Principal-Pgent (License) and Trust Pgreement
No. 24, between the undersigned parties is annexed thereto and made a part
thereof this day of August, 1986.
A. Amend the following on Page 2:
Paragraph 1.B. Enng Term Pgreeirent. This Pqreement shall not be
binding on the parties until accepted and executed by a TICRETRON Area or
Regional Manager or other person authorized by TICZ(F.TRON and until adopted
by the Oshkosh City Council and executed by the Principal's duly
authorized officials. Zhis Pgreement shall be effective on tne date of
execution by the Principal and shall continue for three (3) years from
said da*_e unless terminated earlier as provided for in Section 13 anci 14
("Initial �rm") unless terminated by either party by not less tnan ninety
(90) days prior written notice to the other party, unless terminated by
the Principal one (1) year after the date of execution by Principal if the
Principal determines in its judgment this P�reement is not cost effective,
in which event the Principal sahll provide written notice of such decision
at least thirty (30) days prior to such termination and shall not, for a
two-year period thereafter, contract with any other ticket sales agency,
or as otherwise provided for in Section 13 and 14 ("Renewal Term"). In
consideration of the execution of this agreement, t1�e parties expressly
and mutually waive any additional applicable statutory notice on
automatice renewal provisions of the General Obligation Laws of the State
of New York or of any Wisconsin Statute".
2(c) Collection and Remittance of Proceeds of Ticket Sales.
TICKE�.'ZRON agrees that it shall collect as agent for the Principal from any
TIQ�TRON Operated Remote Terminal(s) and from the Remote Tprminal
Operator(s) or through TELE'iRON the proceeds from the sale of Tickets and,
AS TRUSTEE, HOLD TfiE SF:�iE IN �+1MON TRUST and, for each Accounting Week,
i.e., Monday through Sunday, remit such Ticket sale proceeds to Principal
-- ten-- (10) days subsequent to the end of such accounting week in the
amount for which respective Tickets have been sold, it being understood
and agreed that such Ticket sale proceeds being held IN TRUST for
Principal by TIQCE�tON shall be subject to a deduction in favor of
TICKETRO� by any amo��nts due from Principai. to TICIC�;TRON either under the
terms hereof or otherwise. In the event that no Ticket sales occur during
any such Pccounting Week, no remittance shall be issued to Principal.
In tt�e event of cancellation of any performance or closing of any
Attraction after Tickets therefor have been sold through the TIC��i'RON
System or through TF.LEIRON, TICKETRON shall be reimbursed from the advance
Ticket sales, out of which funds TICKETI�N shall make refunds to Ticket
customers. Such reimbursement shall be deducted from the remittance of
the following H•eek(s) Ticket sale proceeds, or, at TIQ�TRON's option,
shall be paid by Principal to TICKETRON promptly upon TICTC�;'IRON's written
request therefor.
313 "�/OOlOA
8/13j�36 - 8i -
-1-
RESOLUTION #247
B. Pmend the following on Page 3:
3(j) Indamification. TICKETRON shall assume liability for, and agrees
to unconditionally indemnify, defend and hold the Principal free and
harmless from and against, any and all liabilities, obligations, losses,
damages, injuries, claims, demands, penalties, actions, costs and
e�cpenses, including attorney and collection fees, of whatever kind or
nature and wherever occurring, in contract or tort, arising directly or
indirectly out of any breach of warranty or obligation, or any negligence
by TICl�TRON under or pursuant to this Pgree�nent. Such indemnities and
ass�tions of liabilities and obligations shall continue in full force
and effect, notwithstanding the expiration or termination of this
Pgreement. Nothing contained in this Agree�nent shall authorize TICi�,TRON
to incur or impose any liability or obligation for or on behalf of the
Principal.
3(k) Delete Section 13, Bankruptcy, in its entirety.
Section 16. Force Majeure. Each party shall be excused from the
performance of any obligation under this Agreement in the event such
performance is hindered or preventeu by any strike, boycott, lockout or
other labor trouble; any storm, fire, earthquake, flood or other Act of
God; any riot, civil disturbance or any act of war or of the public enemy;
and shortage, unavailability or disruption in the supply of labor,
materials, fuels or disruption of postal, electrical, telephone or other
utility service, any present or future governmental law, ordinance, order,
rule or regulation; or any other cause or contingency beyond the respective
party's control.
C. Amend the following on Page 4:
Section 19. Governing Law. This Agreement is made under, and shall be
construed and governed by, the laws of the State of Wisconsin.
D. Ac3d the folloMing new Section on Page 4:
New Section 27. Assigrunent by TIC�BtON. TIQ�TRON may at any time
during the �rm of this Agreement or thereafter assign or transfer this
agreement, or any part thereof, to any person, party or entity whatsoever
including, but not necessarily limited to, a successor in interest by
merger, operation of law, purchase or otherwise of substantially the
entire ticketing business of TICKE`1RON without the approval or consent of
Principal.
E. The City Administration may authorize sale of tickets to organizations as
determined by the Administration.
3132D/OOlOA
8/13/86
8J -
-2-
.J
RESOLUTION #247
Principal and TIQ�TRON further mutually agree that all unchanged definitions,
terms and conditions of Principal-Pgent (License) and Trust Pc3reement
No. dated ,1986 entered into between the parties shall
remain the same with full force and effect.
PRINCIPAL: CITY OF OSHKOSH -
OSHICOSH CIId'IRE/C�2AND OPERA I�USE
�
William D. Frueh, City Manager
And:
Donna C. Serwas, City Clerk
2l5 Church Ave.. P. 0. Box 1130
Office Pddress
Oshkosh, Wisconsin 5490
�= Aueust 22, 1986
Date
3132D/OOlOA
S/13; 86
-8k-
-3-
TIQ�'TRON, a division of
OON`PROL DATA �Rfl�RA2ION
By:
Anthony H. Dynicki, Milwaukee
Area Manager
91201 N. Prospect Avenue
Office Address
Milwaukee, Wisconsin 53202
On:
Effective Date of this Acldendinn
iii
��s
9'1[KETiiOf
RESOLUTION #247
T[CKET ON TPPA No . . . . . . . . .
R LIC. ADD. No . . ?'�+a. �2 )
to P-A(L)TA No . 24.>. . . . . .
�sa division of (Rev. 9185 (5C))
GJ CONTfZOL DATA COfZPORATION
LICENSING ADDENDUM NO.. .�Q. i2).. TO PRINCIPAL•AGENT
(LICENSE) AND TRUST AGREEMENT NO.. .24,. . . . .
TICKETRON grants to Principal and Principal accepts from TICKETRON, gubJ'ect to the following terms and condi-
tions, a license to operate ..�4. i2). ..... Box Office Terminal(s),�'v°. �?) Ticket,,p� l'n� �'� Terminal s and
�'rinter ,S'1QI'°Ke � �
. . . . . . . . . . . . . Matrix Printer(s) furnished by TICKETRON at the following location(s):
......Oshkosh.Convent3on.Centre.:.(PoLL �lus.one)......Cixic.Opera. Souse .....................
(Faciliiy Name)
........................................................................................
(Street and Number) (CNy and State)
only for the direct sale and issuance of Tickets to the public, for the controi of Principal's Ticket inventory and for the
generation of accounting and sales reports, management information and other data related to Ticket sales. This license
is personal and nontransferable.
PRINCIPAL'S TERMINAL CHARGES
a. Principal's Ticket Chazge (Section B(i) ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0. per Ticket
OR i% of the established purchase price' per Ticket.
b. Principal's Terminal Chazge (Section B(ii) ) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ A/A per Terminal per �.
*Inc(udes any taxes or other additional chazges paid by Ticketron.
PRINCIPAL: CITY OF OSHKOSH —
OSHKQSH .CF�'1`FRL/GEAPiD. OPII�A. HOIISE . . . . . . . . . . . . . .
By: ......................................................
William D. �Aruhe{i,edCi�y��fa�nager
And .: . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ / 22l &6 . .
Name and Titie Date
Donna C. Serwas, City Clerk
TICKETRON, a division of
CONTROL DATA CORPORATION
By� Anthonjr H. Dynicki,. Miliiaukee Area Manager
On:......................................................
E(fective Date of This LIC. ADD.
ADDITIONAL DEFINITIONS
Eox 011ice Terminal s�all mean a PrincipaPs Terminal other than a Manage� Management Terminal shall mean a PrincipaPS Terminai with a Matrix
ment Terminal. Printer.
ADDITIONAL TERMS AND CONDITIONS
A. RdditionalObligalionsotTICKETRON.TICKETRONturtheragreesihatit
Shall:
(i) Installation and Malntenance of Princlpal's Terminal(s). Install
and maintain t�e number of Principal's Terminai�s) specified in
gootl working ortler at each stated Location, such installation to
be made as soon as practicable after t�e commencement of �he
Term and apPreval ot the facilities for and p�ysical placement of
ihe Principal's Terminal(s) by TICKETRON.
(ii) Terminal Mnlerinls end Supplias. Provide a Boe Olfice Terminal
Oparator's Refarence Manual, Ticket stock antl other materials,
supDlies and informalion sulficient for �he continuous operation
of eac� Principal's Terminal.
(iii) Trnining. Tnin necessary and suitable Porsonnel to ope�ate t�e
Principal's Terminal(s).
�7!
(iv) Replecement ol Principal's Terminal(s). In t�e event any
Principal's Terminal shall De totalty tlestroyed or s�all become
tlamaged to an estent such t�at, in TICKETRON'S sole jutlge�
ment, it s�all not be praaicable to repair it, TICKETRON shall use
its best efforts to replace it within ten (10) days afler it shall have
received notice or adual knowledge of such damage or destruc� icn
provitled t�at t0e necessary PrinciDaPS Terminal(s) shall ihen Le
available. IN NO EVENT SHALL TICHETRON BE LIABLE TO
PFINCIPAL FOR ANY FAI W RE OR DELAV TO REPLACE ANY OF
TH[ PHWCIPACS 7EHMINALS. Principal's obligatlon, il any, to
pay t�e Princlpal's Terminal Charge shall be suspentled Irom
the dateof such damageordesiruction through ihedate when ihe
PrincipaPS Terminalls) are replaced antl ready for use. No tlama�e
to ortles�rucUOn of any Principal'S Tem�inal shall impair anyother
o[ligation of Principal to TICKETHOPJ excep� as provided in
Addentlum Section C hereof.
Conlinu<d on rnanise �Itl., �
B. AGdifional Obliga�ions ai Principal. Princioal Furiher agrees Ihat it shall:
'(i) PrincipaPS Ticket Charga. Pay to TICKETPON a'Principal's Ticket
Charge" as specrfietl herem br each Ticket printetl at a Pnncipal's iermi�
nal tlunng Ihe Term of ihis Agreement, it being untlers�ootl and a9reetl
that TICKETRON is authoraetl to tletluct such charges from the Oro-
ceeds of Ticket sales being held I N TRUST for Principal 6y TICKETRON.
(ii) Principal'sTerminalCharge.PaytoTICKETRON,a'PrincipafsTermi�
nal Charge" as specilietl herein for each Principal's Terminal licensetl
and furnis�etl by TICKETRON during the Term of this Agreement, it
being untlerstood antl agreetl that 71CKETPON may deduct suc�
charges from the proceetls of Ticket sales being held IN TRUST for
Principal by TICKETRON.
(iii) Pdncipalb Olflce and Personnel Requirements. Provide, at its own
expense, a Oistinctive space or pooth at each Principal's Box Office
location for ihe direct sale and issuance of Tickets to ihe public antl
suitable Personnel to be trainetl by TICKETRON necessary for Me
operatian of the Principal's Terminals.
pv) Access byTICKE7RON. Permit reasona6le access OyTICKETRON or
any person tlesignate0 by it for t�e installation, servicing, alteretion
antl preventive or remedial maimenance oi the Principal'sTerm inaqsL
and immetliatety at the end of the Term, provitle immetliate access
for removal.
(v) Eiectrical Powec Furnish, at its own expense, suita�le gmunded,
alternating current (AC� electric Oower by means of dedicatetl
circuits at each Principal's Facility or Box Otfice location ane an
electrical connection to furnish such power.
(vi) Compliance with TICKETRON Boa Ofiice Tarminal OperatoPS Reterv
ence Manual. Compty with all directions an0 procetlures (inclutling
emergency procetlures in ihe event of a breakdown or malfunction in
t�e System or in any Princlpai's Terminap set forth in the TICKETRON
Box 011ice Terminal Operator's Reference Manual, incorporated Dy
reference as fulty as thoug� set torth at length. In the eveN TICKE-
TRON shafl revise or motlity the TICKETRON Box Office Terminal
Operator's Reterence Manual orany olherTerminal or System proce-
dures. Principal shall be ativised oi such changes, whereupon suc�
changes shall be tleemed incorporated by reference.
(vii) Raturn of 7erminays), Materials and Supplies to TICKETRON. UOOn
Ne entl of the Term, retum the Principal'S Terminal(s) to TICKETRON
in good conditioq reasona6le wear and tear exceptetl, antl return in
good condition, all unused Ticket stock, materials, and supplies
turnished by TICKETRON.
(viii) Permilted Uses. Refrain from using any Principal's Tertninays6 Ticket
stock, matenals or supplies fumishetl by TICKETFON for any purpose or
in any manner not expressly provided for and/or pertnitting anyone oNer
than Principal or its trainetl Personnel to operate or in any manner use
any Principal's Tertninal(s) or any Ticket stwk fumishetl by Ticketron.
(ix) Use ol Ticket Slock. Use Ticket stock supplietl only by TICKETRON
for preparalion of Tickels and notity TICKETRON i mmediately when a
supply of Ticket stock is received at each Location on a pre�
adtlresseQ prepaitl Dostcard to be provided by TICKETRON. TICKE�
TRON shall retain title to all unprintetl Ticket stock until used for the
printing of a TickeL Principal shall safeguard� all Ticket stock
supplied to it, keep all such Ticket stock separate, apart and secure,
and keep complete and accurate records at the Faciliry indicating Ne
preprinted serial numbers of all Ticket stock received, usetl or
otherwise disposed of at t�e Facility, suc� records to be kept in
accordance with insiructions issued From time m time by TICKE�
TRON and be available for inspection by TICKETRON at any time
during �he 8ox Office �usiness hours of the Facility.
(x) Accounlability for 7icket Stock. Principal shalt 6e accountable to
TICKETRON for all Ticket stock supplied to it and agrees to uncondi-
tionalty indemnify, tlefend, antl holtl TICKETRON free and harmless
hom antl against any antl all claims, tlamages, liab�ilities, losses,
costs antl expenses, including reasonable attorneys' and collection
lees arising Girectly or indirecUy out ol tlamage or destruction �o our
out of t�e unauthorized use, thett, burglary, larceny, emDezzlemen!,
aDanOOnment of or tleficiency in any Ticke[ Stock sup0�ied to Princi-
pal regardless of taWt or negligence.
(xi) Loss.DamageorDestructionolTertninal(s).Unconditionallyindemnify,
tlefend and hold TICKETRON Iree and harmless irom antl against any
antl all claims, tlamages, liabilities, losses, cost antl ezpenses,
including reasonable atlomeys' antl collection fees, arising directly or
indirectly out of ihe iheft, burglary, larceny, unauNOrized use, damage,
desiruciion orabandonment of any Terminal licensetl by TICKETRON to
Principal regardless of fault or negligence.
(xii) ProhibitionAgainsiMOVingorAlteringPrincipaPSTerminal(s).Refrain
fwm moving any Principal's Terminaqs) 6om or within ihe Facilily or
other Principal'S Box Office location and from making or permitting
any addition or al�eration to any P�incipal's Terminal�s) without ihe
prior written consent of TICKETRON.
(aiii) ProhibitionAgainslTranslerorEnwmbranceolPrincipal'sTerminals.
Not renL lease, sublicense, lransfer, pledge, hypothecate or in any way
encumUer or dispose ol any PnnciOaPS Terminal�s), or parts, to any or
all of its ri9hts unAer ihis Agreement with respecl, or permit any Prim
cipal's Terminal or Darl to �e used by anyone other than Principal
or its Personnel, it being untlerstoed t�al any such action or attemptetl or
purportetl action by Principal or its Personnel, either voluntary or invob
untary, or by opera�ien of law or oNenvise, shall constitute a tlefault
wilhin �he meaning o� Section 14 ot Nis AgreemenL Any renlal, subli�
conse lease, �rans�er or encumUranca, orany altempled rental, loase,
assignment, iransler or encumbrance withoul such consent shall be
null and voitl antl shall not relieve Principal oi its o�ligations.
RESOLUTION #247
�erq Proo�,;,en Aganst Obscuring Names. Not obscure or in any way
b'.c� �-.�ie�n iny name5 Or marKS of TIGKETRON or CONTROL
DPT< °�7RPORPTION as Ihey may appear on any Pnncipal'S Termi�
�ar ',.'R=_t s;or_k suppry or matenal furnished by TIGKETRGN or
�emove any names or markings.
�xv� Ta.eS. Pay or reimburse TICKETRON for any and all entertainment,
saies use or property taxes. based on or measuretl by Ine use or value
o! the Principal's terminaqs�. matenals or supPlies furnishetl Oy
tICKETRON untler this AgreemenL Principal shali sentl to TICKE-
TRON copies of all bills or other tlocuments relating to any suc�
tax pmmptty after the recei pt and ot al I retums relating to any such tax
prompity after filing.
C. Damage to or Desiruction of Principal's Terminal(s); Na Impairmenl ol
Obligations.
�i) No loss or damage to or desiruction of any Principal's Terminal shall
impair any obligation of Principal, except as stated in the event ihat
any Principal's Terminai is damagetl or tlestroye0 without any faWt o�
Principal. In ihe event TICKETRON. in its sole judgement, deems it
impracticable to replace ihe saia Principal's Terminal(s) within sizty
(601 days after sucn tlamage or tlestruction, in whole or in part, TICKE-
TRON shall have the right to terminate Addentlum to ihis Agreement
by sending nocice ro Principal within t�irty (30) days atter receiving
notice or acWal knowletlge ol such tlamage or Cestruction.
(ii) In the event TICKETRON shall not �ave replaceo the Principal's Ter-
minal(s) wit�in twenry (20) days after it shall have receive0 notice or
actual knowletlge of such tlamage or destNCtion, Principal may
terminate ihis Addendum to t�is Agreement onty, however, wit�
respect to those tlamaged or aestmyetl Principal's Terminal(s) upon
notice toTICKETRON 5ent wiNin Ihirty (30�daysaflerihe end of such
iwenry (2014ay periotl.
(iii) In Me event the Addendum to this Agreement shall �e terminatetl
under this Adtlentlum Section Q the PrincipaPS Terminal C�arge ii
any shall �e payaGle only for the periud t�mug� the Oay when suc�
damage ordestruction shaii have taken place, and Principal shall not
have any other remedy for failure of TICKETRON to replace any
destroyetl or tlamagetl Principal's Terminal(s�.
(iv) Tertnination oi the Addendum to ihis Agreement by eit�er party Our�
suant to ihis Adtlendum Section C w replacemeM of ihe PrinciDal's
Terminal�5) untler Atldentlum Section C shall be wit�out prejudice to
any rights TICKETRON may have against Principal on account of any
such Oamage or destruction of ihe Principafs Terminal(5).
D. AODITIONAL DISCLAIMER OF WAqRANT1ES AND IIMITATION OF REM�
EDIES. CUSTOMER UNDERSTANDS AND AGREES THAT TICKETRON
SHALL NOT BE LIABLE FOF ANV LOSS OR DAMAGE CAUSED 8Y DELAY
IN fURNISHING ANV TICKETRON E�UIPMENT, OR TICKETRON SOFT-
WARE, OR IN RENDERING ANV MAINTENANCE OR OTHER SERVICES OR
IN ANY OTHER PERFOFMANCE AND THAT ANV OAMAGES ARISING OUT
OF DELAY IN REPLACWG ANY DAMAGED OR DESTROYED PRINCIPACS
TERMINALS UNDER THIS AGREEMENT RESULTING FROM ANV CAUSE
WITHIN TICKETRON'S REASONA6LE CONTROL SHALL BE LIMITED AS
PROVIDED IN ADOENDUM SECTION C(ii) HEREOF.
E. insurence.
(i) In the event that Principal shall at ihe beginning of Ihe Term have or,
at any time during Ne Term of this Agreement, acquire, change or
review any policies of insurance providing protection against theft,
burglary, larceny, damage, tlestruction, loss or unauthorized use or
removal of the Principal's Terminaqs) licensetl antl fumished �y
TICKETRON, Principal shall promptly includeTICKETRON asan addi-
tional insured party on all such policies of insurance, each insurance
coverage to provide Nirty (30) days prior written notiw of cancel�
lation, change or nonrenewal. Principal shall lurnish TICKETRON
with certifiwte(s� of insurance, satisfactory to TICKETRON, evitlenc
ing comptiance with Ne requirements of Ihis Section E.
(ii) Principalagrees�owaiveanyclaimsbrcosls,tlamages,enpensesor
losses against TICKETFON to ihe exteN that ihey are at the beginning of
the Term, or at any time tlunng the Term of this Agreement, a�e covere0
bror otherwise prorected against any suc� costs, damages, expenses
or losses by insuranceantl furiheragrees to ob�ain i�s insurer's waiverof
subrogation wit� respect to such costs, damages, expenses or bsses.
F. Substifution ol Principal's Terminal(s�. TICKETRON shall have !he right at
any lime to substiWte any Principafs Terminal lor any o�her PrincipaPS Ter-
minal providea ihat such subsiitution s�all be at the expenseof TICKETFON
and snall Oe tlone in a manner not to interfere unreasonably with the opera�
tions of Principal's Box Ofiice.
G. Terminal Not to Become a Fizture. No Principal's Terminal shall De
tleemetl to have becoma atfixed or part of ihe reai property of Ne location
w�ere it is installed, nor s�all any incident ol owners�ip o� any Principal's
Terminal be deemed to have passetl to Principal or to Principafs estale Dy
reason of installation or by reasons of anything contained in ihis Agreement.
H. Enpenses ol Enlorcemenl. TICKETP,ON shall be en�itled ro any and all
reasonable costs and expenses, including reasonable attorneys' antl collec-
tion fees, incurretl by TICKETRON in �he en(orcement ot any pan of the
Addendum to ihis Agreement.
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