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: 

I. Definitions 

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. 

II. Terms Of Use 

2.1 Term  

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.  

2.2 Termination  

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.  

2.7 Stage  

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.  

2.9 Rigging  

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.  

2.14 Advertising  

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.  

2.15 Concessions  

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.  

2.17 Animals  

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.  

2.18 Fire/Pyrotechnics 

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.  

3.2 Insurance  

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.  

3.3 Indemnification  

 

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.  

3.4 Safety  

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.  

3.5 Maintenance  

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.  

 

3.8 Assignment  

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.  

3.11 Jurisdiction  

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.  

3.12 Programming  

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.  

3.14 Notice  

A. Any notices required to be given under this Agreement shall be emailed to the  Theater Manager as follows:  

  

Email: CVCA@centinela.k12.ca.us 

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.