LICENSE AGREEMENT FOR USE OF CENTINELA VALLEY CENTER FOR THE ARTS UNDER THE CIVIC CENTER ACT
This License Agreement (“Agreement”) for Use of the Centinela Valley Center for the Arts (“CVCA”) is hereby entered into between the Centinela Valley Union High School District (“District”), and
(“Licensee”) for use of the CVCA located at 14901 South Inglewood Avenue, Lawndale, CA 90260.
Whereas the District is authorized by the “Civic Center Act” found at Education Code section 38130 et seq. (“Act”) to allow use of its facilities by the general public; and
Whereas Licensee desires to so use the CVCA pursuant to the restrictions applicable under the Act and this Agreement.
In consideration of the promises made and intending to be legally bound, the District and Licensee agree to all of the terms and conditions as set forth in this Agreement.
The District grants to Licensee the use of the CVCA under this Agreement as follows:
1.1 “Event” shall be use of the CVCA by Licensee as outlined in this Agreement.
1.2 “Event Period” shall be the amount of time the CVCA is used to present an event attended by the public, audience or member of a group. The “Event Period” includes: up to twelve (12) hours time for daily rental that includes two (2) same-day performances, up to eight (8) hours time for daily rental that includes a single (1) performance and/or technical/dress rehearsal, and up to four (4) hours time for daily rental that includes load in/load-out or non-technical day, designated respectively to the Licensee’s event. Any hour over the “Event Period” will be billed in whole hours, and not a fraction thereof.
A. This Agreement shall commence on:___ and terminates on:____ unless the parties agree in writing to extend the term.
B. The term and/or any other provision of this Agreement may be changed unilaterally by the District as needed to prioritize the District’s educational obligations, which include, but are not limited to, athletic events.
A. This Agreement shall be terminable without cause by the District at any time by giving written notice to Licensee. In addition, District may, at its sole discretion, terminate this Agreement to the extent that District determines that the continuation of this Agreement may interfere with District’s educational obligations, which include, but are not limited to, athletic events.
B. In the event the Licensee shall fail to perform, keep, and observe any of the terms, covenants, or conditions of this Agreement the Theater Manager shall give the Licensee notice of such default and, in the event said default is not remedied to the satisfaction and the approval of the Theater Manager within the time specified, the
Licensee may be declared in default and all of its rights hereunder shall be terminated. At the direction of the Theater Manager, the Licensee shall immediately vacate the CVCA and shall have no right to further operate therein and shall forfeit all rights under this Agreement, including any monies paid to the CVCA or District in the form of rents, deposits, insurance, etc. In addition, Licensee must immediately pay any and all monies due to the District, if applicable, for facility use.
2.3 Smoking and Alcohol
A. Smoking and Alcohol are strictly prohibited inside the CVCA or on any portion of the grounds and facilities of the District. Licensee is responsible for notifying all event participants and audience members of these limitations. If Licensee’s personnel violate these limitations, the Licensee will forfeit future rights to rent the CVCA and all other District facilities and shall be responsible for cleaning and damages resulting from such violation(s).
2.4 Seating Capacity
A. The seating capacity of the CVCA is 1,200. This limit may not be exceeded at any time. No additional chairs may be placed anywhere in the auditorium.
2.5 Facility Use And/or Equipment Alterations
A. The portions of the CVCA available to Licensee during Event Period include only the auditorium, backstage dressing rooms, and lobby, unless written permission has been granted by the Theater Manager.
B. Licensee shall take the CVCA in the condition the Licensee finds it. Under no circumstances may District’s equipment or facilities be altered. Any CVCA stage equipment or rigging modifications require advance permission from the District’s Theater Manager and shall be completed under the supervision of the Theater technicians or their designates at Licensee’s expense. Any and all changes shall be made at the Licensee’s expense. CVCA structural or electrical changes may be made only with advance permission of the District’s Theater Manager. Any and all changes made to the facilities must be restored to the original condition or Licensee will be charged accordingly.
C. The District will not be responsible for the replacement of any of its equipment, which may be out of service. Should the District assume any costs for equipment rental necessary for the Licensee’s event, the Licensee will reimburse the District for payment in full.
D. Licensee will not at any time engage in the construction or painting of scenery, properties, or other goods without prior approval of the Theater Manager.
2.6 Facility Lease/Rental Fees and Security Deposit
A. All fees shall be paid in lawful currency of the United States and transmitted by Licensee to the District in the form of certified check or cash. Checks should be made payable to the “Centinela Valley Union High School District.”
B. Licensee shall pay to the District the sums set forth in the attached cost estimate (“Cost Estimate”), incorporated herein by this reference, for the use of the CVCA as provided herein. The Cost Estimate is a good faith estimate by the District; however, the Theater Manager and District reserve the right to revise the Cost Estimate up to the day of the event to accurately reflect the number of staff and resources that will be required to successfully stage the event. Any such additional costs in excess of the Cost Estimate shall be billed to the Licensee following the event.
C. Upon execution of this Agreement, a $2,500 non-refundable security deposit or the full Cost Estimate must be submitted to reserve Licensee’s desired Event Period. The non-refundable deposit will be applied to the Cost Estimate for Licensee’s Event Period. Additional costs that are not indicated on the Cost Estimate as well as any excess cleaning or damage fees will be invoiced at the conclusion of the Event Period. The balance of the Cost Estimate, if any, is due no later than 2 weeks prior to the Event Period, no exceptions are permitted.
D. The Licensee will forfeit 50% of the Cost Estimate if the event is cancelled less than thirty (30) days prior to Event Period. Licensee will be billed for any additional amounts owed that are not covered by the security deposit.
E. Any amounts payable by Licensee hereunder which remain unpaid thirty (30) days after the due date shall be subject to late penalty fees equal to 2.5% per month from the due date until such amount is paid in full.
A. One (1) set of pdf files of the ground plans will be given to Licensee upon request.
B. The CVCA stage may not be painted without prior approval from the Theater Manager. Licensee may bring in a floor (i.e., Masonite, Marley, or painted floor cloths) to cover the existing stage, Theater Manager must be informed at the production meeting. The CVCA DOES NOT have a Marley floor, please notify the Theater Manager if you need assistance with coordinating the rental of a Marley floor from an outside agency.
C. Nailing and drilling into the stage floor are not permitted without approval from the Theater Manager. Any damage caused to the stage floor shall be repaired at Licensee’s expense.
D. Scenery construction, other than minor repairs and assembly, may not be performed in the CVCA unless agreed upon in advance by the District’s Theater Manager.
E. Licensee is responsible for providing all their own tools and hardware for their own use and the District is not liable for any damage or loss of such equipment. Licensee may NOT, for any reason, use the tools in the scene shop without permission from the Theater Manager.
F. All stage draperies will be hung by CVCA personnel. At no time may stage draperies be altered, pinned, or taped. If draperies are moved from original line sets and need to be returned for other events, Licensee will be charged for turnover time.
G. Licensee may not alter, remove or attach items of any type to the proscenium at any time.
H. All scenic elements must be designed to break at the curtain line to enable removal after each performance (if necessary). The grand drape and movie screen must have ability to be used after each performance.
I. All sets must be designed and constructed in such a way that all items can be removed and stored backstage to provide access to other CVCA users.
2.8 Sound And Lights
A. A mandatory production meeting with the Theater Manager and Technical Director must be scheduled at least two (2) weeks prior to load-in. Licensee is responsible for scheduling this meeting at a time convenient to the Theater Manager. Pre production labor hours will be billed to the Licensee. There is a four (4) hour minimum that will be billed for this pre-production meeting.
B. One (1) set of pdf grid and circuit plans, a theater lighting plot and equipment inventory will be given to Licensee at the request of the Licensee.
C. The House lighting plot is permanent and may not be altered. It may, however, be supplemented by the Licensee and at the Licensee’s cost based on availability of circuits and equipment and upon prior approval of the District’s Theater Manager.
D. All lighting equipment will be hung and focused by electricians approved in advance by the District’s Theater Manager. Light design and equipment lists must be approved two (2) weeks prior to load-in at the pre-production meeting. A late fee may apply if not received by the two (2) week deadline.
E. The use of the Theater lighting, sound, and rigging equipment is for the enhancement of Licensee’s event and may be withdrawn at any time in case of abuse, at the sole discretion of the District.
F. Only technicians approved in advance and in writing by the District’s Theater Manager may operate the sound and lighting equipment. Technician costs to make approved changes and to restore to the CVCA’s standard set-up will be billed to the Licensee at applicable rates.
A. All rigging of scenery, flats, signs, banners, pulleys, etc. must be pre-approved by the Theater Manager at least two (2) weeks prior to load-in. Such information shall be provided by the Licensee during the mandatory production meeting with the Theater Manager.
B. Licensee is liable for any damage incurred as the results of any altered rigging.
2.10 Box Office
A. The District does not provide box office services for Licensees. All ticket sales, will call arrangements, ticket stock, and cash handling is the sole responsibility of the Licensee.
B. The CVCA may not be oversold. Seating is limited to 1,200 by the fire marshal and “standing room” is not permitted. Under no circumstances will a larger number of persons be allowed in the audience seating area than the total number of seats.
C. Licensee may designate any number of “house” seats for its own purpose including complimentary tickets, staff use or for promotional purposes. Licensee agrees to designate a person responsible for the authorization of any use of such complimentary tickets.
D. The District reserves the right to hold for its own use, and at no charge, a minimum of ten (10) house seats for every event held at the CVCA. Said house seats shall be primarily for the purpose of monitoring operations at the CVCA. In the event house seats are not to be utilized for any performance, they will be returned to sale
inventory no later than sixty (60) minutes prior to a performance and any subsequent sale shall be to the benefit of the Licensee.
E. The Licensee will be charged a ticket fee of $1.25 per ticket OR $ .50 per ticket for non-profit organizations, for any tickets sold by Licensee. Licensee shall provide the District with a record of all ticket sales for each event detailing the revenue information for the event.
2.11 Security/Backstage Access
A. At the expense of the Licensee, and at the sole discretion of the District’s Theater Manager, security will be required for the Licensee’s event, on performance days only. This fee will be itemized on the Cost Estimate provided to the Licensee.
B. Licensee must provide an approved list of production personnel to be admitted to the backstage area. Recognizing limitations on back-stage occupancy, a limited number of production guests may be admitted. The Theater Manager or his/her designee may limit the number of guests permitted backstage at any time.
C. Access lists must be provided by Licensee to the Theater Manager no later than five (5) days prior to the event and the necessary staff will be assigned based on the Licensee’s backstage list. If information is provided less than five (5) days prior to event, additional “special handling” charges may apply.
D. At no time are guests allowed in the control room. Only one (1) member from the Licensee’s organization may be in the control room at all times, unless permission is granted before Event Period by the Theater Manager in writing. Please make arrangements prior to your event for proper procedures while in control room.
2.12 Storage Space for Licensee
A. Run-of-show storage space will be provided as available and by prior arrangement with the Theater Manager. Items left in the CVCA after the expiration of this Agreement shall become the property of the District unless previous arrangements have been made with the Theater Manager. The District assumes no responsibility for Licensee’s property or materials at any time. Licensee shall be responsible for any costs associated with the removal and/or disposal of abandoned property or materials.
B. An additional fee may be charged to Licensee for any materials not removed from CVCA premises after scheduled performance and/or rehearsal times, or not stored by previous arrangement.
C. In the event that Licensee leaves equipment (sets, costumes, lighting equipment, etc.) in the CVCA and the District has booked an event during the same time period that Licensee’s equipment is still in the CVCA, Licensee shall:
a. Arrange for equipment to be stored or removed from the CVCA within 24 hours (charges may apply), or
b. Be charged rehearsal or performance rates, as set forth in the rate sheet.
2.13 Videotaping, Photography and Audio Taping
A. It is standard practice to not allow any recording of the artistic product at the CVCA. Advance written permission from the Theater Manager is required for any videotaping, audio recording, or photography in the CVCA.
B. It may be necessary to block off seats in the CVCA to accommodate equipment required for recording, videotaping or photography. The Licensee is solely responsible for identifying such requirements and removing the designated seats from sale inventory.
C. Within fifteen (15) days of the conclusion of the event, the CVCA Theater Manager shall be provided with a copy of any videotape, audio recording or photography taken during an event at the CVCA and shall have the right to use said media for CVCA marketing purposes.
D. CVCA reserves the right to have a photographer present during an Event for CVCA marketing purposes.
A. All marketing materials (posters, flyers, etc.) must be approved by the District’s Theater Manager prior to being distributed or posted online.
B. Posters, flyers and other promotional or informational materials may be placed in designated locations with advanced written approval of the District’s Theater Manager.
C. All materials must include the CVCA logo and identifying text. Logo usage guidelines will be provided by the District to Licensee upon execution of this Agreement.
D. The Licensee will only reference the attraction as being “at the Centinela Valley Center for the Arts” and in no way will imply that the attraction is a project of either the CVCA or the District as a producer or co-sponsor. At no time shall the Licensee identify the producing organization as a “Resident Company” of the CVCA or the District.
A. The District reserves all concession rights for its own benefit, including sale of all food and beverages.
B. The District reserves the right to establish a list of approved caterers, which will be permitted to provide service in the Theatre Lobby for private parties and events. (Approved list available on request.)
C. The District’s Theater Manager must approve any food and beverage service equipment and arrangements in advance. Sales of food and drink are subject to a flat rate surcharge to be determined by the Theater Manager after the pre production meeting and will be included in the Cost Estimate, payable to the “Centinela Valley Union High School District”, as set forth in this Agreement.
D. Food and drinks are permitted in the lobby only. An exception may be made for plain water only as required by individuals for medical purposes. Any damages and/or extra cleaning service in the auditorium resulting from food or drinks will be paid at the Licensee’s expense.
2.16 Souvenir and Gift Concessions
A. Programs, compact discs, digital video discs, or other merchandise related to a performance or to the Licensee may be sold in the CVCA lobby, provided prior arrangements are made with the District’s Theater Manager.
B. Sales of merchandise are subject to a flat rate surcharge to be determined by the Theater Manager after the pre-production meeting and will be included in Cost Estimate, payable to the “Centinela Valley Union High School District”, as set forth in this agreement.
A. Only service animals (e.g., seeing-eye dogs) will be permitted in the CVCA. This also applies to performance animals. At the discretion of the Theater Manager, performance animals may be allowed on a case by case basis and with an additional security deposit on file.
A. No fire or pyrotechnics may be used in the facility at any time without the prior written approval of the county fire marshal and the Theater Manager.
III. Limitation, Liability And Remedy
3.1 Damage to Facility or Equipment
A. Costs incurred to repair or replace damaged, lost, or stolen equipment, and costs incurred in repairing facilities (not due to normal wear and tear), shall be paid by the Licensee or its representatives using the CVCA during which time said equipment or facilities were damaged, lost, or stolen.
B. Licensee will be notified of such damage by the Theater Manager and shall be billed a four (4) hour minimum for labor and related materials costs to repair such damage. Licensee agrees to pay any such billed amounts within fifteen (15) days of receipt of an invoice from the District.
A. The Licensee shall maintain public liability insurance which shall have a limit of not less than $1,000,000 per occurrence and $3,000,000 general aggregate for death or bodily injury to one or more persons and damage to or loss of property. The insurance policy must remain in force during the term of this Agreement. Said insurance policy shall either be endorsed with the following specific language or contain equivalent language in the policy.
i. District, its officers, agents, and employees, are named as additional insured for all liability arising out of the operations by or on behalf of the named insured in the performance of this Agreement.
ii. The insurance provided herein is primary coverage to the District with respect to any insurance or self-insurance programs maintained by the District.
B. The following documentation shall be submitted to the District:
i. Properly executed Certificates of Insurance clearly evidencing all coverage’s limits, and endorsements required above. Said Certificates shall be submitted prior to the execution of this Agreement. Licensee agrees to maintain current Certificates of Insurance evidencing the above-required coverage, limits, and endorsements on file with the District for the duration of this Agreement.
ii. Signed copies of the specified endorsements for each policy. Said endorsement copies shall be submitted within two (2) weeks of execution of this Agreement.
iii. After the Agreement has been signed, signed Certificates of Insurance and required endorsements shall be submitted for any renewal or replacement of a policy that already exists, at least fourteen (14) days before expiration or other termination of the existing policy.
C. All of insurance required under this Agreement shall: (i) be issued by insurance companies authorized to do business in the State of California, with a financial rating of at least A VIII as rated in the most recent edition of Best’s Insurance Reports and (ii) contain an endorsement requiring thirty (30) days’ written notice from the insurance company to both parties before cancellation or change in the coverage, scope, or amount.
A. Licensee agrees to accept all responsibility for loss or damage to any person or entity, including District, and to indemnify, hold harmless, and release District, its officers, agents, and employees, from and against any actions, claims, damages, liabilities, disabilities, or expenses, that may be asserted by any person or entity, including Licensee, that arise out of, pertain to, or relate to Licensee’s performance or obligations under this Agreement. Licensee agrees to provide a complete defense for any claim or action brought against District based upon a claim relating to Licensee’s performance or obligations under this Agreement. Licensee’s obligations under this section apply whether or not there is concurrent negligence on District’s part, but to the extent required by law, excluding liability due to District’s conduct. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Licensee or its agents under workers’ compensation act, disability benefits acts, or other employee benefit acts.
A. It is the sole responsibility of the Licensee to familiarize themselves, their agents, volunteers, program participants, and employees with the safety procedures and regulations governing all CVCA and District facilities used by the Licensee. If necessary, and upon request by the Licensee, the Theater Manager, or his/her agent, will meet to provide proper safety instruction.
B. For the protection of the equipment and the safety of persons occupying the stage, the District reserves the right to request the removal of any member of Licensee’s crew or participants whose conduct or procedures may be considered damaging to the equipment or hazardous to the safety of any person inside the CVCA.
A. Licensee shall at Licensee’s own expense and at all times, preserve and keep the Theater in good working order and in clean and safe condition. Licensee shall be charged for any excessive cleaning at the prescribed rate. Licensee agrees to pay any such billed amounts within fifteen (15) days of receipt of an invoice from the District.
B. Licensee agrees that no statements, representations, or warranties, express or implied, have been made by or on behalf of the District in respect thereto except as contained in the provisions of this Agreement.
C. Licensee shall immediately notify the District’s Theater Manager, in writing, of any damage or unsafe conditions to the Theater.
3.6 Copyright Infringement
A. Licensee is solely responsible for securing performance rights, copyright clearance and for making any and all required royalty payments pertaining to performances and other activities in the CVCA. The District has no liability and shall incur no expense arising from the appropriate or inappropriate use of any composition, work, or material covered by copyright.
3.7 No Discrimination
A. Licensee and its employees shall not discriminate on the basis of race, religion, color, ancestry, sex, disability, national origin, or any other prohibited grounds against any person seeking employment or participating in services provided by Licensee.
A. Licensee shall not assign, sublet or otherwise transfer or encumber any of its rights under this Agreement to any other person without first obtaining the written consent of the District.
3.9 Governing Law
A. This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of California, and shall be deemed to be executed in Lawndale, California and no other place.
3.10 Compliance with Laws
A. Licensee shall at all times comply with all applicable local, state, and federal laws, regulations and District policies.
B. Licensee shall, at Licensee’s sole cost and expense, obtain any and all government permits, approvals or concurrence required for the use of the CVCA.
A. Any legal action or proceeding relating to this Agreement shall be instituted in any state or federal court in Los Angeles County, California and no other place. The District and Licensee agree to submit to the jurisdiction of, and agree that venue is proper in, the aforesaid courts in any such legal action or proceeding.
A. Programming must be approved by the Theater Manager prior to this Agreement being signed. It is the sole discretion of the Theater Manager to approve all events to be held at the CVCA.
B. The Theater Manager will require appropriate notice in advertising or publicity if performances/art contains material that may be considered objectionable to some patrons.
3.13 No Agency
A. No person affiliated with Licensee shall be deemed to be an employee or agent of the District.
A. Any notices required to be given under this Agreement shall be emailed to the Theater Manager as follows:
3.15 Facility Use Administration
A. The Theater Manager is charged with administering this Agreement. The Theater Manager’s authority is derived from the District’s Board of Education via the Superintendent and administrative designees.