NOW, THEREFORE, in consideration of the foregoing premises and on the terms and subject to the conditions hereinafter set forth, the parties agree as follows:
- License to Enter and Use. Licensor hereby grants to Licensee the nonexclusive right to enter only those portions of the Premises described in the RFU. The right to enter granted to the Licensee hereunder shall extend to Licensee’s employees, agents, and invitees. Licensee shall have the right to enter only those portions of the Premises (plus ingress thereto and egress therefrom, and the common areas) expressly described in the RFU and no other portions, except as otherwise agreed in writing by Licensor.
- Use Limitations. Licensee’s use of the Premises shall be limited to those purposes described in the RFU, and other activities directly related thereto, and for no other purpose whatsoever. Unless otherwise agreed in writing, the equipment that may be brought on the Premises shall be limited to that equipment described on Exhibit A. Licensee understands and agrees that the Premises are owned by the Krishnamurti Foundation of America. Use of kitchen facilities are limited to the uses described on Exhibit A. Licensee acknowledges that Licensor is properly concerned about maintaining Licensor’s excellent reputation in the neighborhood and Licensee shall take no actions whatsoever that may injure that reputation in any way.
- Restrictions. Smoking, including vape, and the consumption of alcoholic beverages are strictly prohibited at the Krishnamurti Educational Center, and it is recommended that the Licensee inform event guests of this policy in any invitation to the event. Due to strong fire hazard, the following a prohibited: any open flame, pyrotechnics, firearms or weapons of any kind. Animals other than certified service animals are prohibited. Any equipment used in the Premises must be kept at a 3-foot minimum from artwork. Music is strictly prohibited on the patios after 7pm. No meat, fish or fowl are permitted on the Premises. Licensee’s failure to abide by these policies will, at Licensor’s discretion, result in immediate cancellation of the event, termination of this Agreement in accordance with Section 18 herein, and/or termination of all of Licensee’s rights to use and occupy the Premises hereunder.
- Date and Time. Licensee’s rights to enter and occupy the Premises shall exist only for those dates and times (the “License Period”) as set forth in the RFU. In the event Licensee desires to enter and occupy the Premises at any other time, Licensee shall obtain the prior written consent of Licensor. If the Licensee occupies the Premises at any other time beyond those dates and times (the “License Period”) as set forth in the RFU, Licensor retains the right to terminate this Agreement in accordance with Section 18 herein, or charge a penalty fee for the additional time use.
- Compensation. The Licensee agrees to pay a deposit and 50% of the facility rental fee set forth in Exhibit A at the submission of the contract. All remaining payment is due 30 days prior to the event. If this contract is completed within 30 days prior to the event, the full balance is due at the submission of the contract. Any questions related to payment of fees should be resolved prior to the payment due date. Such questions do not negate Licensee's responsibility for immediate payment of other outstanding amounts. A dishonored check is subject to a fifty dollars ($50.00) service charge per item.
- Cancellation Policy. In the case of cancellation of an event(s), an assessment based on advance written notice will be charged by the Licensor to Licensee. The Licensor retains the deposit when an event is cancelled. If the Licensee cancels 15-30 days from event, the Licensor retains 50% of rental fee. If the Licensee cancels 0-14 days from event, the Licensor retains 100% of rental fee. In the unlikely event that Licensor must change the License Period or terminate this Agreement prior to the end of the License Period without any breach or fault on the part of Licensee, Licensor shall provide Licensee with as much notice as is practicable, and promptly refund all deposits received from Licensee if the parties are unable to come to an agreement on a revised License Period as reflected in a written Amendment to this Agreement.
- Alterations and Cleaning. There is a refundable $200.00 damage deposit (cleaning fee) due prior to the start of the group event. Licensee shall not make any alterations, improvements, additions, modifications, or other changes to any part of the Premises, including, without limitation, the furniture, furnishings, equipment, windows, doors, lighting, and/or landscaping, without the prior approval of Licensor, which may be withheld in Licensor’s sole and absolute discretion. In the event Licensor approves any such alteration, the Premises shall, at Licensee's sole cost and expense, be restored to their prior condition on or before the end of the License Period. No items may be stored overnight without prior consent of the Licensor. Any non-approved items left after the event will be regarded as trash and removed. All food, beverages, equipments and rented equipment must be removed from the premises immediately after use of the facility. All trash must be removed from the building and placed in appropriate trash containers.
- Insurance. Licensee shall obtain and maintain in full force and effect throughout the duration of the License Period a policy of comprehensive general liability insurance in a combined single limit amount of not less than a million dollars ($1,000,000.00) and such other insurance, in such amounts as Licensor may reasonably request. Licensor shall be named as additional insured on all such policies. Certificates evidencing such insurance shall be delivered to Licensor prior to Licensee's entrance to the Premises. Licensee shall take no action that would cause Licensor’s existing insurance policies to be cancelled or the premium charges thereunder to be increased.
- Filming, Photography & Advertising Events/Programs/Workshops. Licensee agrees to file a request in writing describing the circumstances prior to any filming/photographing/ videotaping or advertising of the Event/Program/Workshop. The proposal shall include a descriptive documentation of the proposed filming or photography, including, but not limited to, dialog, location(s), poses, and other related information so that the Licensor may assess the appropriateness of the use of the Krishnamurti Educational Center premises. Where no script is being used, the letter of intent must include a description of how the Licensor’s images will be used. Licensee agrees that at no time will the Licensor’s name, acronym, logos or symbols, nor any of its building names, be used without the Licensor’s prior written approval. Licensee further agrees that the Licensor’s name will not be used in any manner of endorsement without prior written approval. The use of the terms Krishnamurti Library or KEC Krishnamurti Educational Center is not allowed in any advertising or marketing material.
- Indemnification. Licensee shall indemnify, defend and hold harmless Licensor, its directors, officers, employees, agents and invitees, from and against any and all claims, liabilities, damages, suits, costs, expenses, and attorney's fees, including injuries or death to persons or damage or destruction of property, arising out of or in any way related to Licensee’s use of the Premises, any work performed on the Premises by Licensee, the purpose of Licensee’s occupancy or use of the Premises, any breach of Licensee’s obligations hereunder, or the negligence or wrongful acts of Licensee, its employees, agents, contractors or suppliers. Such indemnification shall not be limited to the limits of the insurance policies provided by Licensee hereunder.
- Compliance with Laws. At all times hereunder, Licensee shall comply with all applicable federal, state and local laws, statutes, codes, rules, regulations and ordinances. Licensee shall, at Licensee's sole cost and expense, obtain any and all required permits, licenses and other governmental approvals relating to the purpose of Licensee’s use of the Premises.
- Care of Premises. Licensee acknowledges that the Premises include two historic buildings, with valuable artifacts, woodwork, furniture and furnishings. Licensor is concerned that the Premises not be abused and that the Premises be returned in the same condition as when received by Licensee. Licensee shall use its very best efforts to avoid damaging or destroying any portion of the Premises, and shall at all times care for the Premises with respect customarily accorded historic property. In the event of any damage or destruction of any portion of the Premises as a result of Licensee’s activities on the Premises, Licensee shall immediately cause such portion of the Premises to be restored, at Licensee’s cost, to its condition prior to Licensee's entry on the Premises.
- Decorations. Licensee is prohibited to use glitter, confetti, streamers, and seeds at the Krishnamurti Educational Center. The use of tape, wire, staples, nails, tacks, glue, and similar damaging items are prohibited from use for securing decorations to Licensor surfaces. The use of candles and luminaries is forbidden under any circumstances.
- Consideration for Neighbors. Licensee acknowledges that Licensor is concerned about the potential traffic and parking problems, noise, and general inconvenience that Licensee’s use and occupancy of the Premises may cause Licensor’s neighbors. Licensee shall use reasonable efforts to limit the number of vehicles to be parked at or near the Premises. Licensee shall use its best efforts to park vehicles at established parking lots in the vicinity or at such other offsite locations. Licensee shall use its best efforts to limit noise and inconvenience to neighbors, and shall otherwise respect the rights of Licensor’s neighbors.
- Liaisons. Licensor and Licensee shall each appoint one or more liaisons who shall be readily available at the Premises during the License Period and authorized to make decisions as the need arises. In the event Licensee needs the permission of Licensor under this Agreement to take any particular action, Licensee shall first contact Licensor’s liaison regarding said request. Licensee, its employees, agents, and invitees shall promptly comply with Licensor’s reasonable rules and regulations relating to the use of the Premises, and the reasonable directions and requests made by Licensor’s liaison concerning Licensee's use of the Premises. Among other rules, Licensee agrees that no smoking shall be allowed at any time inside the Premises. Licensor shall be responsible for hiring and compensating the Licensor liaisons and any other Licensor personnel assigned by Licensor to assist Licensee. Licensee shall reimburse Licensor, promptly upon billing therefore, the cost of Licensor’s liaisons and assigned personnel, billed on an hourly basis as set forth on Exhibit A.
- Coordination with Other Events and Users. Licensee acknowledges that Licensor has other events scheduled for the Premises during the License Period, and those other sub-tenants and users may be occupying and using other portions of the Premises during that time. Licensee shall use its best efforts to cooperate with Licensor in conducting those other events at the Premises and to avoid unnecessary inconvenience to the day-to-day events and activities of Licensor and the other authorized persons.
- Security. Licensee acknowledges and agrees that Licensor shall have no responsibility whatsoever to Licensee as the result of any loss, theft, or damage to Licensee's property, equipment, vehicles or other personal property that Licensee may bring to the Premises, excepting only as a direct result of Licensor’s intentional wrongful acts. Licensee shall provide, at Licensee’s sole cost and expense, during the License Period, a sufficient number of personnel at the Premises, to properly protect the Premises and the persons thereon from any security problems.
- Surrender of Premises. Licensee shall vacate the Premises on or before the end of the License Period. At such time, Licensee shall, at Licensee's sole cost and expense, leave those portions of the Premises occupied by Licensee in the same condition as when received, broom clean, and in a neat and tidy condition.
- Independent Contractor. Licensee is an independent contractor hereunder, and nothing contained herein shall be deemed to create a partnership, joint venture, principal agent, employer-employee, or any other such relationship. Licensee shall have no authority whatsoever to bind Licensor in any legal manner. As between the parties hereto, Licensee shall be responsible for all tax withholding, social security, disability, health benefits, unemployment, worker’s compensation, and the like, of Licensee’s employees, agents, contractors and suppliers.
- Cooperation. The parties shall each execute such additional instruments and take such further actions as are reasonably necessary to fulfill the parties’ intentions hereunder.
- Time of Essence. Time is of the essence under this Agreement.
- Choice of Law. This Agreement shall be governed by the laws of the State of California.
- Attorney's Fees. In the event either party brings an action to enforce the terms hereof or declare rights hereunder, the prevailing party in any such action shall be entitled to its attorneys’ fees to be paid by the losing party.
- Successors and Assigns. Licensee may not assign or otherwise transfer the right to enter the Premises to any other person. Subject to the other terms of this Agreement, Licensee may assign or transfer the rights to the photography and/or sound recordings. Except for the foregoing prohibition of transfer, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above.