1 LICENSE AGREEMENT FOR SPECIAL EVENT SERVICES BETWEEN
THE CITY OF REDONDO BEACH AND FRIENDS OF REDONDO BEACH ARTS This License Agreement for Special Event Services (“Agreement") is made between the City of Redondo Beach, a chartered municipal corporation ("City") and Friends of Redondo Beach Arts, a California nonprofit public benefit corporation ("Producer").
RECITALS
A. City believes it is in the best interest of the community to foster community partnerships to provide for cultural events at the Historic Library at Veteran's Park.
B. Producer desires to plan, coordinate, install, manage and supervise an art exhibition ("Exhibition") in accordance with the terms and conditions of this Agreement.
C. City and Producer desire to cooperate in the creation and promotion of the Exhibition.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements herein contained, the parties hereto agree as follows:
1. Use: Except as otherwise provided in this Agreement, City hereby grants to Producer a revocable, non-exclusive, non-assignable License to use or operate the following ("Premises") at the Historic Library at Veteran's Park as depicted in Exhibit "A", attached hereto and incorporated herein on the terms and conditions herein.
2. Term of Agreement: Unless terminated pursuant to Section 10 below, the term of this Agreement shall commence April 1, 2024 and expire April 17, 2024.
3. Intellectual Property. Producer shall have the right to name the Exhibition in its sole and absolute discretion (except that no profanity or other offensive language may be used) and to change the name of the Exhibition should circumstances necessitate it. Producer may include the term "Redondo Beach" and/or "South Bay" in the title. It is further anticipated and understood that the Producer may or will create audio and visual reproductions of the Exhibition and the performances and that Producer shall also retain sole and exclusive rights to all such productions and reproductions in any form. Producer warrants that all applicable rights and clearances to reproduce and/or distribute Exhibition content is the sole responsibility of Producer. Producer shall have no obligation to pay any license fees or royalties of any kind to the City in connection with the use of the Intellectual Property created. Producer shall provide appropriate credit to the City as venue/host/co-producer on all secondary audio/video reproductions.
4. Obligations of Producer
(a) General: During the term of this Agreement, Producer agrees to plan, promote, coordinate, install, manage and supervise an event consisting of the presentation and operation of an art exhibition (hereinafter the "Exhibition") and 2 other approved ancillary activities associated therewith. The Exhibition shall be conducted in the entire City owned Historic Library located within Veteran's Park (hereinafter the "Premises"). The City will require its Fire Department to work with the Producer to define a maximum occupancy available at the Premises in accordance with the local and state fire code. (b) Exhibition: The Exhibition shall be conducted in accordance with all terms and conditions of this Agreement. Producer shall use best efforts to not permit smoking, drugs or drug paraphernalia, vaping, weapons, or any other activity prohibited by the City's rules and regulations and as enforced by the City.
Notwithstanding the foregoing, the City shall retain all rights to enforce any and all applicable City rules and regulations as needed.
(c) Costs and Expenses: Except as otherwise set forth below in Section 5 (Obligations of City), the Producer shall be responsible for all costs and expenses associated with the performance of this Agreement and production of the Exhibition.
(d) Facility Use Fee: The City shall receive no fee payment for the Producer's use of the Premises.
(e) Installation of Equipment: Except as otherwise set forth below in Section 5 (Obligations of City), the Producer shall be responsible for the procurement, construction, installation and set-up of all materials, equipment and furnishings necessary to operate the Exhibition, including, but not limited to: connections to existing City electrical power, exhibit or art piece space dividers, and minor cosmetic repairs or upgrades to the Premises. The Producer shall install all equipment, and build and disassemble the Exhibition site and ensure the Premises is restored to its prior condition. The City and Producer shall collectively determine the allowable work hours for the installation and disassembly of the Exhibitions. All equipment and materials supplied by the Producer are and will remain the Producer's personal property and shall be removed by the Producer upon completion of the Exhibition. No furnishings or fixtures shall be installed in such a manner as to become permanently affixed to the Premises without prior written consent of the City Manager. All construction, installation and set-up on the Premises shall be completed by the Producer in accordance with alt City engineering, building and safety requirements.
(f) Management of the Exhibition: The Producer shall provide professional management and operation services including employing all necessary personnel. The Producer shall further provide for management of the day-today functions of the Exhibition including operating personnel, the quantity of which shall be based upon attendance levels subject to industry standards. (g) Maintenance: Supervision and Security of Premises. Except as otherwise set forth below in Section 5 (Obligations of City), the Producer shall be responsible for all custodial and maintenance of the Premises during the Exhibition, including the provision of all restroom materials and supplies, as well as the supervision and security of the Exhibition and other areas of the Premises 3 where the Producer is operating and/or providing ancillary activities. The Producer is responsible for the provision of all necessary personnel in connection with the Exhibition and acknowledges that the City will not be providing personnel for such purposes. In the event the Producer fails to maintain the Premises or otherwise fails to correct any dangerous or unsanitary condition within twenty-four (24) hours after being notified by the City to do so, then City may remedy the condition at the Producer's expense. In the event there is an imminently dangerous condition and Producer is unable to correct it immediately, City may remedy the condition immediately. (h) Days and Hours of Exhibition Operation: The specific days and hours of operation for the Exhibition shall be as follows:
Date Time
Friday, April 5, 2024 6:00 pm to 9:00 pm
Saturday-Sunday, April 6, 7, 2024 1:00 pm to 7:00 pm
Friday-Sunday, April 12-14 1:00 pm to 7:00 pm
Producer may also host private gallery tours, artists conversations and other gallery activities, without the necessity of procuring written authorization from the City prior to such events. However, the City reserves the right to revoke the Producer’s ability to conduct these events at any time, with notice, and at its sole discretion.
Building and production loading for the Exhibition will take place April 1-4, 2024 and production load out will take place April 15-17, 2024, subject to City approval, coordination and scheduling.
(i) Condition of Premises: The Producer accepts the Premises in "AS-IS" condition and City shall not be required to make any alterations, improvements or repairs therein or thereon to accommodate use of the Premises by the Producer. The Producer shall not make any permanent changes or alterations to the Premises without City’s prior written consent. Any such approved changes or alterations shall be completed at the sole expense of the Producer, unless mutually agreed upon by City and Producer. Upon completion of the Exhibition, or upon any other termination or expiration of this Agreement, Producer shall remove all materials, equipment, furnishings and other personal property from the Premises and shall restore the Premises to the same condition as existing immediately prior to the change or alteration. Notwithstanding the foregoing, in the event that any alterations or additions made by the Producer are deemed by the City, in its sole discretion to be damaging to the Premises, the City reserves the right to require the Producer to remove such alterations or additions at the Producer’s sole expense. Such removal must be completed to the City’s satisfaction within a timeframe specified by the City. Should the Producer fail to comply with City’s request, the City may undertake such removal and invoice the Producer for any costs.
4 (j) Security: The Producer shall be responsible, at its sole expense, for any necessary or desirable security for all of the Producer's use or operations at the Premises.
(k) Signage and Operational Procedures: The Producer shall prepare the signage related to the Exhibition’s operating procedures, rules and regulations, and liability limitations.
5. Obligations of City
(a) Waiver of Facility use Fees: City shall waive the Facility use fees customarily charged to event holders.
(b) Premises: City shall supply the physical space for the Exhibition referred to as the Historic Library at Veterans Park. In the event the Exhibition location is rendered unusable by City or other governmental agency action or by an unforeseen natural disaster or act of God, City and Producer shall attempt to identify alternate locations in good faith, subject to availability, to relocate the Exhibition.
(c) Provision of Utilities by City: City shall provide access to all utility sources within the Historical Library sufficient to accommodate the needs of the Exhibition as provided in advance by the Producer. The Producer shall reimburse the City for all utility charges during the term of the Exhibition.
6. Taxes: The Producer shall pay all federal, state and local taxes arising from the services provided under this Agreement.
7. Subcontractors: City acknowledges that the Producer may subcontract with other entities to perform certain services with respect to the Exhibition. The Producer shall ensure that all subcontractors engaged in connection with the Exhibition comply with all terms and conditions of this Agreement. This includes, but is not limited to, compliance with all applicable federal, state, and local laws, statutes, ordinances, rules and regulations with respect to the services provided in conjunction with this Agreement.
8. Indemnification.
(a) By Producer: To the fullest extent permitted by law the Producer shall indemnify, defend and hold harmless City and its officers, employees, elected and appointed officials, contractors, agents, and volunteers from and against any and all claims, demands causes of action, lawsuits (whether at law or equity or both), proceedings, liabilities, losses, damages, expenses or costs (including without limitation attorneys' fees and costs and expert witness fees), judgments penalties, and liens of every nature arising or claimed to arise directly or indirectly, out of (i) the use, possession or improvements of the Premises by the Producer or any of its directors, officers, employees, contractors, vendors, consultants or volunteers, (ii) the Producer's planning, coordination, management, supervision or performance of any Exhibition in conjunction with this Agreement, (iii) any other willful, reckless or negligent act 5 or omission of the Producer or any of its directors, officers, employees, contractors, vendors, consultants or volunteers, or (iv) the Producer's failure to comply with any law, excepting however, any claims, demands, cause of action, lawsuits (whether at law or equity or both), proceedings, liabilities, losses, damages, expenses or costs caused by the sole negligent acts or willful misconduct of the City. This indemnity provision shall survive the termination of this Agreement.
9. Insurance. The Producer shall comply with the insurance requirements outlined in Exhibit B.
10.Termination: Either party may, upon thirty (30) days written notice to the other party, terminate this Agreement without any further obligations if the other party breaches any provision of this Agreement and thereafter fails to cure such breach within the thirty (30) day period following such notice. Notwithstanding the foregoing, the City may cancel the Exhibition(s) upon 30 day written notice to the Producer in the event of any circumstance that the City Council determines continuation of the Exhibition(s) would create a serious imminent danger to public health safety and welfare. Upon cancellation due to public health safety concerns as described, the City agrees to use its reasonable best efforts to identify an alternative venue of similar quality for the Exhibition(s). If found, this alternative venue will be offered to the Producer without any extra Facility Use Fee, subject to its availability. Furthermore, in accordance with Section 11 (Assignment), any unauthorized attempt by the Producer to assign its rights under this Agreement may result in termination by the City.
11.Assignment: The Producer shall not assign, transfer, or convey (collectively "Assign") any or all of its rights under this Agreement without first obtaining City's written consent, which consent may be withheld in the sole and absolute discretion of City. In the event that Producer shall attempt to assign any or all of its rights under this Agreement without first obtaining such consent, City may, at its sole discretion, immediately terminate this Agreement and all rights and interests of Producer therein shall cease and terminate. Any purported assignment without the consent of City is null and void.
12.Independent Contractor: The Producer acknowledges, represents and warrants that it is not a joint venture with or partner of City, but rather is an independent contractor. City shall not be responsible for payment of any salaries, wages or compensation to the employees, contractors, vendors or volunteers of the Producer.
13.Force Majeure: Neither party will be liable for any failure or delay in the performance of its obligations hereunder on account of events beyond the reasonable control of such party: which may include, without limitation, government action, acts of God, war, terrorism, fire, flood, earthquakes or other natural disasters, denial-of-service attacks or communication line or power failures or material shortages or labor conditions provided that such party gives prompt notice to the other party, and use its commercially reasonable efforts to resume performance as soon as reasonably practicable.
6 14.Compliance with Laws: The Producer shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation environmental laws and employment discrimination laws.
15.Integration: This Agreement constitutes the entire agreement between the parties concerning the subject matter thereof and supersedes any previous oral or written agreement. This Agreement may be modified or amended only by subsequent written instrument executed by both parties approved as to form by the City Attorney and approved by the City Council.
16.Third Parties: Nothing herein shall be interpreted as creating any rights or benefits for any third parties.
17.Governing Law and Venue: This Agreement shall be construed in accordance with the laws of the State of California without regard to principles or conflicts of law.
Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.
18.Attorneys' Fees: In the event either party to this Agreement brings an action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees (including expert witness fees) and costs.
This provision shall survive the termination of this Agreement.
19.Claims: Any claim by the Producer against City hereunder shall be subject to Government Code §§880 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six (6) months after the accrual of the cause of action.
20.Interpretation: The Producer acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.
21.Severability: Any provision of this Agreement to be found invalid or unenforceable shall be deemed severed and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.
22.Waiver: The waiver by either party of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.
23.Nondiscrimination. The Producer shall not discriminate against any person on the basis of race, religion, color, sex. age, national origin, sexual orientation, disability, or any legally protected characteristic. The Producer shall make the Exhibition available on an equal basis to all interested individuals and organizations.
24.Further Agreements. It is the mutual desire and intent of the parties hereto to ensure that the Exhibition envisioned herein actually occurs because of the public benefits to the City and the community. Each party therefore agrees to negotiate 7 in good faith in the event that any unforeseen issues or circumstances arise not anticipated at the time of this Agreement in order to ensure that the purposes of this agreement are fulfilled. Any changes to this Agreement shall be agreed to by the City and Producer and approved by the City Council.
SIGNATURES FOLLOW ON NEXT PAGE
8 IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California as of this 19th day of March, 2024.
CITY OF REDONDO BEACH,
a chartered municipal corporation
_____________________________
James A. Light, Mayor
Approved as to Form:
_____________________________
Michael W. Webb, City Attorney
ATTEST:
_____________________________
Eleanor Manzano, City Clerk
APPROVED:
_____________________________
Diane Strickfaden, Risk Manager
FRIENDS OF REDONDO BEACH ARTS,
a California nonprofit public benefit corporation
_____________________________
Nina Zak Laddon, Interim President
9 EXHIBIT A
PREMISES
10 11
EXHIBIT B
INSURANCE REQUIREMENTS FOR CONTRACTORS
Without limiting Contractor’s indemnification obligations under this Agreement, Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
Workers’ Compensation insurance as required by the State of California.
Employer's Liability Insurance.
Minimum Limits of Insurance
Contractor shall maintain limits no less than:
General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.
Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
Employer's Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
12 Additional Insured Endorsement:
General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance, or as a separate owner's policy.
Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor.
For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.
The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Contractor's part.
Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best's rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City's requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
13 Subcontractors
Contractor shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
Risk Management
Contractor acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.