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HomeMy WebLinkAboutMINUTES - 07271993 - 1.56 ? . TO BOARD OF SUPERVISORS 5P FROM: MARK FINUCANE Cwtra Costa DATE*. JULY 272 1993 Ca.� SUBJECT: USE OF REGIONAL CENTLR FOR 1'dL PL.FO RMING ARTS, FOR AN IMMUNIZATION v CONFERENCE SPONSORED BY TILLIE COUNTY [LALTH SERVICES DEPARTMENT. SPECIFIC REQUEST(S) OR RECOMMENDATION(S) 8e BACKGROUND AND JUSTIFICATION RECOMMENDATION: Authorize the County to hold harmless and indemnify City of Walnut Creek, its officer's, agents, employees and contractors for use of the premises mown as the Dean Lesher Theater of the Regional Center for the Performing Arts, 1601 Civic Drive, Walnut Creek, by the Health Services Department for an Immunization Conference to be hosted by the Public Health Division-Immunization Program on September 21, 1993. BACKGROUND The premises located at 1601 Civic Drive, Walnut Creek, are the property of the City of Walnut Creek. They requested that the County hold harmless and indemnify them for the County's use of their premises. o CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE S : ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER 0 VOTE OF SUPERVISORS 1 HEREBY CERTIFY THAT THIS IS A TRUE UNANIMOUS (ABSENT AND CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN. Contact: Wendel Brunner, M.D. (313-6712) cc: Health Services ATTESTED Ris]-,`Management PHIL ATCHELOR. CLERK OF THE BOARD OF Contractor SUPERVISORS AND COUNTY ADMINISTRATOR M382/1-83 BY ,DEPUTY 56 1601 CIVIC DRIVE REGIONAL NUMM cmc, CA 94596 CN T E R (510) 295-1400 FC)R THE ARTS 0WWdb,"*`'""W*VC," LI CENSE AGREEMENT DATE: July 6 19 93 PARTIES: ("CITY") CITY OF WALNUT CREEK ("USER") CONTRA COSTA COUN'T'Y HEALTH DEPARTMENT FACILITIES USED: CITY hereto grants to USER a license to use the REGIONAL CENTER FOR THE ARTS, Walnut Creek, California (the "CENTER") for the purposes described below, at the following times, and according to the terms and conditions stated herein. SPECIFIC USE: USER shall utilize the CENTER for the sole purpose of rehearsal and performance of (the "Event"): LECTURE/CLASS SESSION EVENT PERIOD DATE PERIOD CURT TIME JDATE PERIOD CURT TIME DATES AND TIMES: 9/21/93 7:30am-5pm 9am Lecturn Screen Mic NON-EVENT PERIOD DATE PERIOD DATE PERIOD DATES AND TIMES: (other than Per- formance Days) PRODUCTION CONTACT: Dottie Eanikwd �►�6T��b Q rJ �Mv,� Z,�����OO���A�p� Name Title 597 Center Avenue, #200A, Martinez, CA 94553 Mailing Address CITY) zIP) Phone: Day 313-6767 Eve FAX VENUE: [ J Hofmann Theatre (785 seats) [ J Other [X ] Dean Lesher Theatre (297 seats) I ) Bedford Gallery FEES: USER shall pay the CITY the charge and fees for those items set forth in the Fee Schedule (Appendix A). DEPOSITS: USER shall pay an initial deposit of $ -0- This initial deposit is non-refundable. CITY must receive all necessary deposit(s) before any given Event Period can be established. TERMS AND The attached GENERAL TERMS AND CONDITIONS are incorporated herein and CONDITIONS: made a part of this Agreement. GENERAL TEWC ADD CO DMCKS 1. SERVICES PROVIDED: In addition to the use of the CENTER, CITY will provide at no additional charge heating/air-conditioning, backstage light, lobby light, and general CENTER light for ordinary use. The CENTER shall be cleaned and in good order on the Performance dates. If USER utilizes the CENTER for both a rehearsal and a performance on the same date, CITY need provide only one cleanup on that date prior to the performance. All other services will be at the expense of the USUI as set forth herein. USER is responsible for any over-time labor incurred in the process of the performance not covered. 2. SEATING CAPACITY: The USER will not permit to be sold or distributed tickets or passes in excess of the seating capacity of the CFNTER as determined by the CITY. CENTER shall sell and distribute all tickets for events at the CENTER. 3. THEATRE CONCESSIONS: All receipts from the CENTER bar and refreshment stands, parking lots, cloak room or other similar CENTER-operated concessions shall belong to the CITY. CITY shall charge its customary prices to USER'S patrons for purchase or use of such goods or services. USER is not authorized to engage in any sales at the CENTER. 4. EIQUIPME'NT: CITY shall have the right to impose restrictions or prevent the. use of any equipment, effect, rigging, etc. that would be a potential hazard or would not be compatible with the use of the CENTER and its equipment. All approved non-(ENTER equipment must be interfaced with house equipment by CITY personnel. 5. DEFACEMENT OF CENTER: USER shall not injure, damage, destroy, mar nor in any manner deface the CENTER or any equipment and fixtures contained therein nor permit such injury or damage, destruction or defacement to occur. USER will reimburse CITY for loss or damage caused by USER or USER's performers, actors, crew, employees, agents, guests or audience occuring to the CENTER during any period of use thereof by USER pursuant to this License Agreement. USER will not make, nor permit or allow to be made any alterations or modifications or any kind to the CENTER or the equipment contained therein. USER shall not put any signs or setups or displays in or about the CENTER without the prior, written permission of the CITY. 6. LOST ARTICLES: The CITY shall have the sole right to collect and have custody of articles left in the CENTER by persons attending any event in the CENTER. The CITY is not responsible for any articles left in the CENTER. 7. 71IEFT: Neither the CITY, nor its officers, agents or employees, shall be responsible for losses by USER or USER'S patrons, due to theft or disappearance of equipment or other personal property of USER. In accepting delivery of property addressed by USER, CITY is acting only for the accomomdation of USER and shall not be liable for any loss or damage thereof. USER assumes all responsibiity for any property which may be placed in storage with the CITY before, during or after an Event. 8. BACKSTAGE: All persons within the backstage area shall enter and exit the CENTER through the Stage Door. A list of all persons permitted backstage during rehearsal or performance periods will be provided, on the proper form, to the CENTER Security Station prior to each Event or Non-event Period. USER shall not have the right to backstage admittance of persons not directly connected with rehearsals or performances without prior approval of the CENTER. 9. LOAD-OUT: Any of USER'S property not moved out by end of Final Event period shall be deemed abandoned by USER, and USER shall pay move out costs and damage fee to cover CITY's damages for failure to timely take-down and load-out. 10. CONTROL OF PREMISES: It is understood that notwithstanding this License Agreement, CITY retains its right to control the management and operation of the CENTER and to enforce all necessary laws, rules and regulations with respect to the use thereof. CITY technical personnel must be present at all times USER is in building. 11. NON-EXCLUSIVE RIGHT: CITY shall retain the right to use and license to others, use of those portions of the CENTER not covered by this License Agreement during the same hours as USER has licensed the use of the Cuum, provided that such other use will not unreasonably interfere with USER'S activities. USER understands that there will be other activities in the CENTER from time to time which will occur either immediately before, during or after the rehearsals and performances scheduled by USER. USER agrees to be reasonable in accommodating such other activities. 12. PERFORMANCE APPROVAL: USER shall not use the CENTER for illegal acts or performances that fail to comply with advertising claims. Nothing in this section shall be construed to give CITY any right of approval over performance production. USER retains its right to free expression and artistic control of its performances, provided all other contractual provisions are met. CITY shall not interfere with the direction, acting, performance or design, or attempt to alter any work performed at the CENTER. The CITY may require appropriate notice in advertising or publicity that the work contains material that may be considered objectionable to some patrons. 13. APPROVAL OF MATERIALS: USER shall not sell or distribute any information or thing of value, including programs and flyers in or around the CENTER without prior written approval of CENTER. 14. ADVERTISING: The USER is solely responsible for all advertising of its events. USER agrees that all advertising of the Event will include accurate information on the Event, performance times and ticket prices. The USER will identify the CENTER as the "REGIONAL CENTER FOR THE ARTS" which may not be abbreviated. No advertising or publicity may state or imply that the CITY sponsors or is responsible for the USER'S activities during the period of use. CITY retains the right to approve USER'S advertising prior to publication. 15. STAFFING: CITY will obtain, and USER will pay at the rates in effect at the time of the Event, all necessary staffing, including Security and Ushers. The CITY retains the right to increase at USER'S cost the number of staff and security personnel if CITY believes such increase is necessary to serve and protect the CENTER or the public. Staff obligations are determined by the CITY and not by the USER. 16. PUBLIC SAFETY: USER agrees that at all times it will conduct its activities in the CENTER with full regard to public safety. All iters brought into the CENTER by USER must comply with state and local fire and other ordinances. Any non-compliant items must be removed from the CENTER. CENTER is subject to fire and-safety inspections at any time. 17. OaIE7CTIONABLE PERSONS: The CITY reserves the right to eject from the CENTER any objectionable person or persons; and neither the CITY nor its officers, agents or employees shall be liable to USER for any damages that may be sustained through the exercise of such right. 18. ANIMALS PROHIBITED: The USER shall not bring or permit to be brought any animals or birds, including animal performers and pets, into the CENTER without the prior written consent of CENTER. 19. EVACUATION OF FACILITY: The CITY shall retain the right to cause the interruption or termination of any Event when, in the sole judgment of the CITY, such action is necessary in the interest of public safety. Should it become necesssary in the judgment of the CITY to evacuate the CENTER because of a bomb threat or for other reasons of public safety, the USER will retain the use of the CENTER on the same day for sufficient time after such threat to complete presentation of any event without additional rental charge providing such retention does not interfere with another CENTER User who has theretofore licensed the use of the CENTER on that day. If it is not possible to complete the, presentation of the Event on the day in question by reasons of such public safety cause, fe- and costs may be forfeited, prorated or adjusted at the sole discretion of the CENTER, based on the situation, and the USER waives any claim for damages or compensation from the CITY. FINAL PAYMENT: Final payment shall be remitted to CITY no later than 14 days after receiving the final rental invoice. Failure to pay any amount when due shall result in a late charge of one percent (1%) per month or the maximum rate permitted by law, whichever is less, of the balance due during the period any amount remains unpaid. INSURANCE: USER shall provide at its own expense the following insurance: Worker's Compensation and Employers Liability Insurance (including Disability Benefits) and Comprehensive General Liability Insurance (personal injury including bodily injury and property damage) with a combined single limit of not less than $1,000,000.00. All liability policies shall name the CITY, its officers, agents, and employees, and any other person or entity designated by the CITY as additional insured(s) with respect to any claim or cause of action that may arise out of or in connection with the USERS use. All policies must be issued as primary . policies and must contain cross-liability endorsements. Certificates of insurance evidencing such coverage shall be furnished to the CITY at least fourteen (14) days prior to USERS first use of the CITY premises and USER shall furnish actual policies on demand. All policies shall be endorsed to provide 30 day notice of cancellation or material change to the CITY. No rehearsals or performances shall be conducted or presented unless and until the required insurance coverage is in effect. The obtaining of insurance or the furnishing of evidence of insurance by the USER as provided in this section shall not in any way relieve the USER from any of the obligations, liabilities, responsibilities or other duties referred to in this License Agreement. CANCELLATION If USER cancels this License Agreement later than 30 days prior USER: to the earlier of either the First Date or the Performance Date, USER shall pay a cancellation fee equal to costs expended by the CITY on USER'S behalf. If USER cancels this License Agreement at any time, CITY may also retain all deposits theretofore paid by USER as liquidated damages. Cancellation by USER as to any one performance or rehearsal may, at the option of the CITY, be deemed cancellation of all future performances or rehearsals hereunder. AUTHORIZED REP: USER hereby designates o Tt L/.iv&T9V" as its authorized representative for all purposes under this License Agreement. Notice to such representative by CITY shall be deemed notice to USER. If foregoing representative is not available, CENTER shall be entitled to make decisions on behalf of USER. HOUSE PROGRAM: The CITY reserves the right to place and distribute a House Program to patrons which shall include the special program information provided by the USER. The copy deadline date for the House Program will be determined by the CENTER (not less than 30 business days prior to performance) . House Program to be utilized by the USER: [ J YES [ ] NO TERMS OF OFFER: This offer shall become void if not signed by USER and returned with deposit before July 20, 1993 NOTICE: All notices called for hereunder shall be in writing and shall be served by personal delivery or by certified mail to CITY'S or USER'S representative, return receipt requested at the address set forth below. CITY: =17ER MANAGER, REGIONAL CENTER FOR THE ARTS 1601 Civic Drive, Walnut Creek, CA 94596 (415) 295-1400 USER: Name:,• ('• `o . NCkc.7'N S-EAV ICC5 - V-10G�. 1 lc,4v �I o 15t , . ►N Address: �1"MVvAMAT:oh PRofo2+lr.1 $9'7 iZ-00A City: nVI-ruyfZl 0 ZIP: S53 By: X /orN /gym-lac Title: ' Phone., : Day) - Eve - I HAVE READ THE LICENSE AGREEMENT AMID ITS TERMS AND CONDITIONS, AND AGREE TO UMM PROVISIONS. 76�7�,e S_xvl, USER .. DATE FOR CITY OF WALNUT CREEK DATE 071091 20. ASSIGNMENT: USER agrees not to assign, sublet or otherwise transfer its rights under this License Agrecrnent or its rights to use the CENTER, nor allow others to use the CENTER without prior written consent of the CENTER. 21. ACP CONTRACTS: The USER warrants that it has valid and properly executed and compatible contracts with the performers whose services form the basis for its desire to use the CENTER. The USER shall submit to the CITY upon demand a copy of all such contracts. 22. REPRESENTATIONS: USER represents it is a duly organized and validly existing legal entity or person, and has taken all required action to authorize the execution, delivery and performance of this License Agreement. USER further represents that it has full right, power and authority to enter into this License Agreement and perform its obligations hereunder, and that this License Agreement is not in violation of any USER'S formation documents or agreements to which USER is bound. 23. COPYRIGHTS: USER shall assume all cost and liability arising from the use of patented, trademarked, franchised or copyrighted material used in or incorporated in its performance, as well as all cost and liability for material which violates the right of privacy or right of publicity or any other statutory or common law right or any person. USER also shall assumes any liability for defanation based on the material used in or incorporated in the performance. USER agrees to indemnify, defend and hold harmless the CITY, its officers, agents, employees and contractors from any liabilities, expenses, damages, claims or costs, including legal fees, which might arise from such matters. 24. WOADCAST AND RFMMING RIGHTS: Neither party shall have the right to film, tape, record or broadcast in any audio or audiovisual media any performance hereunder, without prior written consent of the other, except for closed circuit transmission within the CENTER, and its administrative offices. 25. CANCELLATION BY CITY:(a) CITY may cancel this License Agreement without further liability to CITY (except for return of deposits theretofore paid by USER) in the event of: (1) destruction or damage to the CENTER or any part thereof which renders the use of CENTER unsafe or impractical. (2) destruction or damage to any equipment in the CENTER to be used or needed by USER which in the sole judgment of CITY renders the use of same unsafe or impractical. (3) acts or regulations of applicable governmental authorities which in the opinion of CITY renders performance of this License Agreement impossible, impractical or. illegal, unless it is the fault of the USER, in which case deposit is not returned. (4) in the event of labor difficulties, war, public emergency, civil commotion, strike, epidermic, failure of utilities or other matters beyond the control of the parties. (5) it is agreed that adverse weather conditions shall not normally be a ground for either party to cancel this License Agreement. (b) CITY may cancel this License Agreement without liability to CITY and deposits theretofore paid by USER will be retained by CITY in the event of: (1) if CITY has reason to believe USER cannot pay the fees and charges contemplated by this License Agreement or does not intend to present the event, or has failed to complete its engagement in any previous location. (2) determination made by CITY that a performance contemplated herein may pose a danger to the CENTER or to persons in and around the CENTER. 26. CALIFORNIA LAW: The validity, enforcement and interpretation of this License Agreement shall be governed by California law applicable to contracts made and fully performed in California. 27. INVALIDITY: If any portion of this License Agreement is held invalid by a court of competent jurisdiction, the remainder hereof shall be and remains fully enforceable in accordance with the provisions hereof. 28. COMPLIANCE WITH LAWS AND RDGULATIONS: USER will comply with all laws, ordinances and regulations, including tax and license fees, of federal, state and local government agencies or bodies. USER will also comply with all requirements of CITY'S fire and liability insurance carriers. USER will also comply with all general CENTER rules and regulations. 29. INDEMNITY: USER agrees to indemnify, hold harmless and defend the CITY, its officers, agents, employees and contractors, against any and all claims for liability or judgment for any injury to or death of any person or damage to property whatsoever, caused by, created by, or in any way connected with the performance of the Event by USER, other than claims arising from the sole negligence or willfull misconduct of CITY. 30. DEFAULT: Should USER default in the performance of any of the terms of this License Agreement, CITY, in addition to any other rights and remedies, may, at its option, terminate this License Agreement, take back possession of the CENTER even during a rehearsal or performance and remove all persons and USER'S property therefrom. USER shall, in that event, be liable for the full amount of the fees and costs provided for herein. USER shall also be responsible for the cost of removing its property from the Facility. Any deposit made by USER shall be retained by the CITY and applied toward final monies due. 31. LIEN: CITY shall have the first lien against ticket or ticket office receipts and all property of the USER in the Facility for all unpaid fees and reimbursable expenses due under this License Agreement. CITY may withhold from ticket office receipts, before settlement, an amount it determines to be reasonable to cover such fees or expenses. 32. TIME OF ESSENCE: Time is of the essence of this License Agreement. Failure of USER to timely perform its obligations hereunder shall constitute a material breach. All deposits required MUST BE PAID IN FULL before a USER can secure the CENTER for requested performance date(s) for any given attraction(s). 33. NON-DISCRIMINATION: No person or persons shall be denied access or use of the facilities based on race, Color, religion or national origin. 34. POSSESSORY INTEREST: Pursuant to Section 107.b of the Revenue and Taxation Code, CITY hereby advises, and USER understands, that this Agreement may create a possessory interest subject to property taxation and, if so, that USER will be subject to the payment of property taxes levied on any such interest. 35. INITGRATION: Regional Center for the Arts Operating and Rental Policies, Rental Fee Schedule and Technical Rules and Regulations are hereby made a part of these conditions. Copies of documents are available from the CENTER Manager's Office if they were not provided at the time time License Agreement was agreed to by USER. 36. MODIFICATION: This Agreement may not be amended or modified except by written agreement between the parties hereto.