KRAVIS CENTER. FORlKE PERFalMI~ ARTS

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1 KRAVIS CENTER FORlKE PERFalMI~ ARTS The Raymond F. Kravis Center for the Performing Arts, Inc. GRADUATION/COMMENCElVIENT CEREMONIES Theater License Agreement Date ofagreement: June 18, 2009 Organization/Name: School Board of Palm Beach County Address: 3300 Forest Hill Boulevard, C-206, West Palm Beach, FL Contact: Dr. Tom Pearson, Arts Education Administrator Telephone: Fax: Facility: Dreyfoos Hall Type of Event: Graduation/Commencement Ceremonies plus Rehearsals Event Date/s: Tuesday, Wednesday, Thursday, Friday, May 18, 19,20,21,2010. Event Time/s: Rehearsals: TBD Graduations: TBD Amount due with return of License Agreement *$49, *Non-refundable rental deposit for Dreyfoos Hall - all other costs associated with the above eventls will be included in post-event settlement invoice. TERMS. This Agreement is between the aforementioned organization or person (hereinafter referred to as LICENSEE) and The Raymond F. Kravis Center for the Performing Arts, Inc. hereinafter referred to as the LICENSOR, and whose address is 701 Okeechobee Boulevard, West Palm Beach, FL It is for the use of Dreyfoos Hall as defined above and on the date(s) listed. This Agreement is pursuant to the following terms and conditions: SECTION 1 - LICENSED PREMISES. Subject to the time periods agreed upon by the parties pursuant to Section 2 below, Licensor has effective as of(date ofagreement generation), agreed to grant a license to use such venues ofthe Kravis Center known as the DREYFOOS HALL on date/s and time/s specified above. A. Licensee agrees to schedule no more than two uses (ceremonies or rehearsals) on the same day, with a minimum of six hours between each event.

2 B. Licensee may not, under any circumstances, advertise, make any public announcements, or offer to sell or distribute any tickets for any graduation or commencement ceremonies involving any venues ofthe Kravis Center unless Licensee has a fully executed License Agreement valid for such performance(s). SECTION 2 - LICENSE FEE TERMS. A. In consideration for the License to use the Licensed Premises by Licensor to Licensee, Licensee agrees to pay Licensor all ofthe following amounts and such additional amounts as are otherwise specified in this Agreement: For the period from July 1,2009 to June 30, 2010, a non-refundable $49, (subject to the CPI increase as set forth below) ~~rental charge for Dreyfoos Hall, for performance time, load-in, load-out, rehearsal, production, or occupancy on a day other than a performance. The applicable rental charge set forth in this paragraph A (the "Rental Charge") shall be adjusted annually in advance effective on July 1sl of each year ofthe term ofthis Agreement. Such adjustment may result in increases in the Rental Charge but shall never decrease the Rental Charge below the Rental Charge in effect during the immediately preceding year of this Agreement. The Rental Charge shall be adjusted by reference to the Consumer Price Index (the "CPI"), as published by the Bureau oflabor Statistics of the U.S. Department of Labor, all Items, U.S. City Average, All Urban Consumers (presently designated "CPI-U") or successor or substitute therefore, using the CPI-U figures for the month which is two months prior to July 1sl of the year for which the adjustment is to be made. B. Fifteen percent (15%) of the gross receipts, exclusive of sales and other applicable taxes, from the sale of souvenir programs or booklets, music, librettos, souvenir items, and other similar material. When Licensor provides staff to execute the sales on Licensee's behalfthen the commission shall be at twenty (20%) ofthe gross receipts. C. The total cost ofpresenting the graduation/commencement ceremony shall be paid by Licensee including, without limitation, the cost ofrehearsals, and other preparations therefore, marketing, equipment rental (except for equipment provided by Licensor pursuant to Section 3.A.), and credit card costs for tickets sold by Licensee, (if applicable) and all royalties, licenses, fees, taxes, the cost of stage labor, salaries and/or wages (except the salaries and/or wages ofpersons whose services are to be furnished by Licensor under the provisions of this Agreement). SECTION 3 - SERVICES PROVIDED BY LICENSOR AND PASS-THROUGH COSTS. A. In consideration of the payments set forth in Section 2.A. hereof, Licensor shall be responsible for supplying the following: all preliminary and running box office services and front of house operations at the Licensed Premises including operations both preliminary to and during the run of each presentation; house manager, *ushers, ticket takers and other front ofhouse staff and back stage security as necessary to facilitate each presentation (subject to the last sentence ofthis Section); and all standard house sound and light equipment as defined in the Technical Specifications at lis/. Licensee shall pay for any fire protection which Licensor may deem necessary for any rehearsals and/or performances. B. Ticketing for graduation and commencement ceremonies will be structured to conform with standard event ticketing for Dreyfoos Hall. Ticket allocation will be as follows: Nine hundred and ninety (990) tickets per event will be assigned for the orchestra level with the remaining tickets being allotted in the upper levels ofthe audience chamber ofthe theatre. * Due to volunteer usher availability issues within the calendar timeframe in which graduation or commencement ceremonies are scheduled, the Kravis Center may deem it necessary to utilize paid 2

3 front of house staff members as ushers and ticket takers. This cost will be passed on to the Licensee along with other pass-through costs. SECTION 4 - FRONT OF HOUSE: The orchestra chamber and lobby will be opened to the audience one hour prior to scheduled graduation or commencement ceremony time. The graduation or commencement ceremony will begin within twenty (20) minutes of the time printed on the tickets, unless an emergency requires a longer delay. SECTION 5 - SECURITY AND TRAFFIC CONTROL: A. Licensees utilizing Dreyfoos Hall for graduation or commencement ceremonies will be required to cover the cost of hiring six (6) police officers for a minimum of four (4) hours per event. These officers are in addition to any School District police officers, utilized by Licensee. B. ~ ~n*e~~fc~s~~~ir~~~s, officers, employees and agents harmless for damage or loss to any property of any kind, and acknowledges that the presence of the Licensor's security personnel does not obligate the Center to pay for such loss unless such obligation is specifically agreed to by the Licensor in advance and in writing. SECTION 6 - FOOD & BEVERAGE: Licensee acknowledges that the Kravis Center has an exclusive food and beverage provider on site and all food, beverages, and/or catering services will be contracted directly through this exclusive provider. All conditions and arrangements between the caterer and the Licensee are the mutual responsibility ofthese parties. SECTION 7 - INSURANCE: Licensee shall either be a self-insured governmental agency or have, at a mlmmum, the following insurance: commercial general liability, issued by a carrier reasonably acceptable to Licensor, in an amount of not less than $1,000,000 combined single limit bodily injury and property damage liability. If Licensee is not covered by general commercial liability policy, then Licensee must purchase, through Licensor, a Tenant and Users Commercial Liability policy, at the cost of $ *per day (*to be determined, if required). If such evidence of insurance is not presented within fourteen (14) days of this event, this Agreement may be canceled at Licensor's discretion, or Licensor may elect to take out and pay for such insurance coverage and charge Licensee for all costs and expenses incurred thereof, with Licensor having the right, but not the obligation to do so. Licensor shall be named as an "additional insured" under said policy or policies. SECTION 8 - NON-PERMITTED USES: Licensee shall not in all or any part ofthe Licensed Premises: A. Commit any nuisance or knowingly do or permit to be done anything, which may result in the creation or commission of a nuisance as determined by the Licensor in its sole discretion. B. Permit any of its officers, agents, employees, independent contractors or others in any way connected with Licensee to use or consume alcoholic beverages, unless approved by Licensor (provided, however, that Licensee shall have the ability to fulfill any foodlbeverage rider(s) through Licensor's concessionaire) or any controlled substance, while on the Licensed Premises. C. Do or permit to be done anything which may interfere with the effectiveness or accessibility of any utility, heating, ventilation or air condition systems or portions thereof in the Facility, nor do or permit to be done 3

4 anything which may interfere with free access and passage thereto or to the public areas adjacent thereto, or to the streets or sidewalks adjoining the Facility. D. Do or permit to be done anything, which may interfere with the effectiveness or accessibility of elevators (including lines, pipes, wires, conduits and equipment connected with or appurtenant thereto) in or adjacent to the Facility. E. Overload any floor, ceiling or wall thereof or the gridiron or hang equipment on any other fixture therein. F. Place any additional lock of any kind upon any window or interior or exterior door of the Facility, or make any change in any existing door or window lock or the mechanism thereof unless expressly permitted in writing to do so and unless Licensor, therefore maintains a key. G. Install, maintain, operate, or permit the installation, maintenance or operation in the Facility or any part thereofofany concession or any vending machine or device designed to dispense or sell food, beverages, tobacco products or merchandise of any kind, whether or not included in the above categories. H. Bring or permit the bringing of any pets or animals into the Facility with the exception of service animals. I. Licensee further agrees not to attach or fasten any material or substance of any kind to any surface with tape, tacks or adhesives without the express consent ofthe Licensor. SECTION 9 - RESTORATION OF THE PREMISES: Licensee understands and agrees to restore the premises to its original condition at the conclusion of the event, ordinary wear and tear excepted. Licensee agrees that any of its equipment or property erected or placed on the Licensed Premises shall be removed at the end of each agreed upon period or periods of use as set forth above. In the event Licensee fails to comply with such determined time limitations, Licensee shall be deemed to have abandoned such property and Licensor may dispose of same as it sees fit, including the right (but not the obligation) to procure the removal and storage of any and all such property and equipment at Licensee's expense and risk; and Licensee agrees to pay on demand any loss or damage sustained by Licensor by reason of Licensee's failure to so quit and surrender said Premises and to make said removals. In no event shall such forfeiture be construed as a limit to Licensor's right to recover full and complete costs and fees for restoration of the premises, regardless ofthe amount. SECTION 10 - POLICIES AND REGULATIONS: Licensee agrees to comply with all rules, regulations, and policies of Licensor and with all applicable laws and regulations. Licensor reserves free access, without abatement of any fee to be paid hereunder by Licensee to all parts of the Kravis Center including, without limitation the licensed premises, for itself and for any officer, agent, employee or independent contractor thereof who may and shall have the right, at all times during the term of the Agreement, to enter the licensed premises to repair the licensed premises and to enter the licensed premises in connection with proper control and management of the Kravis Center or any part thereof or any concessions therein. Licensor reserves the right to rent other parts of the Kravis Center that are not included as the licensed premises under this Agreement at the same time as the use of the licensed premises by Licensee, providing that such renting to others shall not interfere with the use of said licensed premises by Licensee. Licensee understands and acknowledges that Licensee has no rights whatsoever to enter or use the areas in the Kravis Center comprising the administrative offices, the Box Office, the mechanical rooms, or any other areas except such as are designated in this Agreement or otherwise specified in writing by Licensor.!. SECTION 11- POSTPONEMENT AND TERMINATION. A. Ifthe Licensed Premises cannot be occupied by Licensee during the term ofthis Agreement by reason of fue, flood or other action ofthe elements, utility outage, public calamity, or other casualty, war or 4

5 by order ofcompetent civil or military authority, or ifall or any part ofthe Licensed Premises shall be taken for any public or quasi-public use under any law or statute or by right ofeminent domain or agreed purchase in lieu thereof(ifsuch contingency is or may become possible), then this Agreement may be terminated by either party, without liability to the other, and Licensor shall refund to Licensee all sums paid under this Agreement except such portion ofthe amounts (paid pursuant to Section 2 ofthis Agreement) as Licensor may have expended or committed. B. IfLicensee fails to present any graduation or commencement ceremony scheduled hereunder for reasons other than those provided in the above paragraph A. ofthis Section, including, without limitation, the reasons provided for below in Paragraph C. ofthis Section, the amounts paid pursuant to this Agreement shall be retained by Licensor as consideration for the execution ofthis Agreement. C. This Agreement may be terminated for material breach upon written notice by the non-breaching party ifthe breaching party has failed to cure such default within fifteen (15) days, provided that, in emergency situations, a shorter cure period may be provided as the non-breaching party shall reasonably specify in such notice. The parties acknowledge that, in emergency situations, the time that will be reasonable to cure such conduct may vary depending on such factors as the type ofconduct involved, the ease or difficulty in discontinuing such conduct, and the harm to the non-breaching party and/or the Kravis Center presented by such conduct; in no event, however, shall either party be required to provide a cure period ofmore than fifteen (15) days. *Sales Tax Exempt Status: A copy ofyour State of Florida Sales Tax Exemption Certificate must be provided to Licensor, otherwise we are required by law to charge and collect the applicable State Sales Tax. The undersigned understands and agrees to the terms and conditions of this Agreement, which constitutes the entire agreement between the parties, and that no other agreement expressed or implied exists between them. Neither party may assign its rights or obligation under the Agreement without the prior written consent of the other party. THE RAYMOND F. KRAVIS CENTER FOR THE PERFORMING ARTS, INC. SCHOOL BOARD OF PALM BEACH COUNTY J By : By: \A 0 Name: Judith A. Mitchell Name: Arthur C. Johnson, Ph.D Title: ChiefExecutive Officer Title: Superintendent _ Date: _ Date: _ "LICENSOR" "LICENSEE" By: Name: William G. Graham Title: Chairperson _ Date: Reviewed and Approved ~ga~pf~cy